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AFRICAN DAWN ANNUAL REPORT 2020

Corporate Governance

1. The Board

Purpose:
To lead the Group with integrity, through policies, strategic decisions, planning, governance, resource allocation, standards of conduct and
stakeholder relationship management.

Composition:
The board of directors of the Company ( 'the Board") comprised the following directors at the financial year end:

Director Office Designation
Mr. J Slabbert Chairman Non-executive
Mr. DS Danker Chief Executive Officer (CEO) Executive
Mr. G Hope Chief Financial Officer (CFO) Executive
Ms. V Lessing Chair Remuneration Committee Lead Independent non-executive
Mr. B Stagman Independent non-executive
Mr. SM Roper Chair Audit and Risk Committee and Independent non-executive
Social and Ethics Committee

Changes to the Board during the financial year:
Ms. HH Hickey resigned as director on 31 August 2019.
Mr. WJ Groenewald resigned as Chief Executive Officer and director on 31 August 2019.
Mr. J Slabbert moved into the role of Executive Chairman with effect from 1 September 2019 and back to the role of Non-executive Chairman
on 10 October 2019. Subsequent to financial year end, Mr Slabbert assumed the role of Executive Chairman with effect from 9 June 2020.
Mr. DS Danker was been appointed as chief executive officer of the Company on 10 October 2019.
Mr. B Stagman was appointed as an independent non-executive director on 30 October 2019.
Mr. SM Roper was appointed as Chair of the Audit and Risk Committee on 20 November 2019.

Changes in office
Resignations
Mr.WJ Groenewald resigned as Chief Executive Officer and Director on 31 August 2019

The chairman is a permanent invitee to the Audit and Risk Committee. The Board members individually and collectively have the necessary skills,
expertise and experience ensuring effective and ethical decision making and strategy implementation.

The composition of the Board is the result of compliance with regulations, complexity of the Group, and risks and skills needed. Each member
deserves their position on the Board and their guidance and expertise are highly regarded. Collectively the Board acts as a strong and effective
committee. The appointments in the period were important to closely align the skills required for the new vision of the Board. The appointment of
new directors to the Board is a matter for the Board as a whole and is conducted in a formal and transparent manner.

Frequency of meetings:

The Board usually meets at least 4 times per year, but due to all Board changes, 3 meetings were held up to the financial year end. Actual
meetings and attendance are set out in the table below. Ad-hoc informal meetings were held during the year.

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