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AFRICAN DAWN ANNUAL REPORT 2020

Corporate Governance continued

Meeting dates
Board member 24 May 2019 22 August 2019 20 November 2019
Mr. J Slabbert (Chairperson) Yes Yes Yes
Mr. WJ Groenewald Yes Yes N/A
Mr. G Hope Yes Yes Yes
Mr. DS Danker N/A N/A Yes
Ms. HH Hickey Yes Yes N/A
Mr. SM Roper Yes Yes Yes
Ms. V Lessing Yes Yes Yes
Mr. B Stagman N/A N/A Yes

Roles and responsibilities:
The role of the Board remained to lead the Group towards accomplishing its purpose of creating wealth for its shareholders and stakeholders. The
Board is able to fulfill its function as the members remain committed to the Group and with years of experience and specialised skills, are able to
add value and make the required strategic decisions. The Board meet at least three times per annum and when needed to facilitate any ad-hoc
strategic input. The focus has been kept on Afdawn developing the new strategy of investment holdings in entrepreneurial companies and the
re-alignment of the businesses in financial services, personal loans and managing/collection of debt. There is a clear division of responsibilities at
Board level to ensure a balance of power and authority, such that no one individual has unfettered powers of decision-making. The Board is
satisfied that its composition ensures such a balance of power and authority. The focus of the Board was on maintaining stability despite being
unable to remunerate executives appropriately.

The Group as an ethical corporate citizen:

The Board is ultimately responsible for leadership and governance of the Group, setting the tone at the top which promotes ethical behaviour. This
remains a critical quality that vests in the Group’s leaders. The Board has been able to maintain the Afdawn and Elite brands as credible names in
an ever increasing and difficult market. This was accomplished with good governance built on a solid ethical foundation. The Board embraces the
principles of the King IV™ Report on Corporate Governance™ for South Africa, 2016 (“King IV™”). The Board is of the opinion that the corporate
governance is in line with the Group’s size, complexity, risks and objectives. The Board along with management is evolving continuously to align it
with King IV™ compliance. The Board is of the opinion that the Group complies in all material respects with the principles embodied in King IV™
as well as the listings requirements of the JSE Limited (''JSE Listings Requirements") as it pertains to corporate governance. See Application of
Principles in King IV™ report on pages 17-21 of the annual report.

In determining the strategy and long term sustainability, the members keep abreast of the concerns and consideration of the impact of its
operations on the economy, society and the environment. It remains the Board’s goal to positively improve the lives of its customers and other
stakeholders. The current focus remains on shareholder and employees’ upliftment and rolling out the new vision of the Company. This new vision
encompasses investment in and the development of entrepreneurial companies.
The Board and our Shareholders:

The year under review was difficult and shareholder updates were given on the Stock Exchange News Service (“SENS”) of the JSE Limited ("JSE").
Assessing and developing our Board:

Our newly appointed Board members are formally inducted through a programme comprising reading material, interviews with key personnel and
an introduction to Afdawn and its operations. In line with the JSE Listings Requirements applicable to AltX listed companies, all Board members
are required to attend the AltX Directors Induction Programme (“DIP”) presented by the Institute of Directors of South Africa and formally held by
WITS Business School. The performance of each individual Board member and Board as a whole is assessed internally on an annual basis. Directors
are only nominated for re-election after satisfactory performance assessments and outcomes. If areas for additional development are identified,
these are managed through either ad hoc internal training or specialised training provided by reputable training institutions. Directors’
remuneration is aligned with the outcomes of the performance assessments; the performance assessments for 2019/2020 were informal. The
assessment results were satisfactory. Appointments to the Board, is a formal and transparent process and a matter for the Board as a whole.

The Board has adopted and approved a gender and race diversity policy and will, in identifying suitable candidates for appointment as directors,
consider candidates on merit against objective criteria with due regard for the potential benefits of gender and race diversity. Aspects of diversity
encompassed in the policy, include, but are not limited to, making good use of differences in skills, geographical and industry experience,
background, race, gender and other distinctions between members of the Board. One of the board members is female. A target of 10% female
representation and 10% black representation on the Board has been set in terms of the Gender and Race Diversity Policy.

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