AFRICAN DAWN ANNUAL REPORT 2019 13 Corporate Governance continued There are currently no share incentive schemes in place although this matter is still under consideration. In the event that the remuneration policy is voted against by 25% or more of the voting rights exercised by shareholders at the AGM, the Company will formally engage with such dissenting shareholders to understand the reasons for the dissenting votes, and will consider amending the remuneration policy. As the non-binding vote at the AGM held on 4 Septemberber 2018 was passed by the requisite majority, there was no further engagement with shareholders in this regard. During the year the executive directors in good faith forfeited their right to fixed salaries in order to relieve the Company of this expense. It is intended that this forfeit be reversed in the near future and that suitable incentives based on performance be introduced. Accordingly, given the current situation, the Company has not implemented a remuneration policy. The Board will consider implementing a remuneration policy when appropriate. Remuneration of non-executive directors is fixed and they are not paid per meeting attended due to the high number of ad-hoc meetings. The Remuneration Committee is satisfied that they have fulfilled their responsibilities. 3. Group Executive Committees (“Exco”) Purpose: To actively manage the Company and its subsidiaries on a day to day basis and align operations with Board strategies. Frequency of meetings: Meetings are held monthly but more recently they were conducted on an ad hoc basis as and when required. Every operational subsidiary has it own Exco and reports directly to the CEO. The Group consists of a number of operating subsidiaries, segmented into: • Investment advisory and investment management • Micro finance • Head office, which includes the holding company together with other entities that previously operated in the bridging finance and vehicles finance industry. The governance of the Group is set at Board level and a high standard is followed through to the Company level. Although all subsidiary companies have a common thread of specialised financial services, each requires their own expertise and therefore consists of separate management teams headed by a divisional CEO. Exco meetings are formally minuted and approved. The meetings deal with detailed operational events and practical solutions that are communicated to the Board. The Board membership of all the subsidiary companies comprises a combination of the Exco members plus additional directors. There is therefore direct Exco representation on all subsidiary boards. The CEO of Afdawn reports and is accountable to the Afdawn Board. The new Chairman was appointed on 6 December 2018 and leads the Board. The Group Executive Committee is satisfied that they have fulfilled their responsibilities. 4. Company Secretary The Company Secretary is responsible for assisting the Board with administration, application of information regarding the Companies Act, No. 71 of 2008, as amended ("the Companies Act"), King IV™, JSE Listing Requirements, directors’ responsibilities and powers. The Board is entitled to appoint and remove the Company Secretary. Statucor (Pty) Ltd is the Company Secretary of Afdawn. The Board has satisfied itself after a review, through discussion and assessment, the qualifications, experience and competence of the individuals employed by the Company Secretary. The Company Secretary has unfettered access to the Board. The Board is satisfied that an arm’s length relationship exists. 5. Audit and Risk Committee Purpose: To assist the Board in overseeing the integrity of the financial statements, the effectiveness of internal controls over financial reporting, to assess the independence and qualifications of the independent registered auditor, to ensure the Company’s compliance with legal and regulatory requirements and assessing the expertise of the financial director. Composition: At the financial year end the committee consisted of: Ms. HH Hickey (Chairperson), Ms. V Lessing, Mr. SM Roper
AFDAWN AR FINAL 2019
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