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AFRICAN DAWN ANNUAL REPORT 2020

Corporate Governance continued

Directors’ dealings:

To ensure that there is no conflict of interest or threat to the independence of Board members, the directors are required to declare any and all
interests in contracts entered into by them and the Group. Dealings in securities by directors, senior managers and designated employees with
access to management reports or price sensitive information are controlled and need to be authorised for clearance by the Chairman. No trading
is allowed during closed periods or when information that could affect the share price is not yet disclosed to the public. Any trading done by
directors of the Group or subsidiary companies, prescribed officers, or the Company Secretary is announced on SENS.
2. Remuneration Committee
Purpose:
To set a fair remuneration philosophy and apply a policy for the remuneration of directors and employees of Afdawn.

Composition:
The Remuneration Committee consists of:

Ms. V Lessing (Chair) Mr. SM Roper, Mr. B Stagman
The Remuneration Committee only met once during the financial year. Details of actual meeting and attendance thereof is set out in the table
below. In addition to the meeting below several ad-hoc meetings took place.
20 January 2020
Ms. V Lessing √
Mr. SM Roper √
Mr. B Stagman √

Due to the sensitivity and importance of remuneration, it is specifically managed by a separate Remuneration Committee assisted by the human
resources department. The Remuneration Committee consists of three independent non-executive directors and the chair of the committee is not the
chairman of the Board. The main responsibility of the committee is to approve the remuneration of the executive Board members and any significant
adjustments to employee remuneration. The executive directors suggest the remuneration of the non-executive directors remain unchanged and this is
submitted to shareholders at the AGM for approval by special resolution. The Remuneration and Nomination committee is combined.
The current salaries are limited by the financial constraints within the Company. Once the profit and cash flow situations have been resolved the
salaries will be reviewed and aligned to market value.
Actual executive directors’ remuneration paid is set out in the table below:
Total remuneration 2020 Total remuneration 2019
(R’000) (R’000)
Mr. WJ Groenewald 0 0
Mr. DS Danker 0 N/A
Mr. GB Hope 0 0

Actual non-executive directors’ remuneration is set out in the table below:

Total remuneration 2020 Total remuneration 2019
(R’000) (R’000)
Ms. J Slabbert - -
Ms. HH Hickey 72 144
Ms. V Lessing 144 144
Mr. SM Roper 144 144
Mr. B Stagman 48 0

Roles and responsibilities:
• determining, reviewing and approving the Company’s policy on remuneration for both executives and managers;
• the finalisation of annual increases for the Group employees;
• the policy for determining executive management remuneration;
• the remuneration packages for the executive management team and financial director, including bonuses, incentive schemes and increases;
and
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