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AFRICAN DAWN ANNUAL REPORT 2020

Corporate Governance continued

• ensuring that the remuneration packages of non-executive directors of the Company are proposed at the AGM for shareholder approval.

The remuneration philosophy remains one of simplicity, practicality and sustainability which is aligned to market and industry trends. The
policy ensures compensation for proven and sustainable performance both over the short and long term. The policies ensure that there are no
incentives for risk taking and/or termination of contracts due to changes in management structure within the Group. The current focus remains
on cost savings, strict management of cash and building on basics, resulting in no salary increases within the Group. The key focus area of the
Remuneration Committee was to liaise with employees where no remuneration policies have been approved yet.

The current executive remuneration consists of:

• basic salary and suitable incentives for executive directors and executive management, and
• non-executive board fees based on prevailing market rates for similar businesses (using the PricewaterhouseCoopers annual publication
nonexecutive directors’ remuneration) as a guide. This comprises a fixed annual fee not related to the number of meetings attended.
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 7 August 2019 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 again 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.

Composition:
The Exco Committee consists of:
Mr. J Slabbert, Mr. G Hope and Mr. DS Danker

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 three operating segments, 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 Group Executive Committee is satisfied that they have fulfilled their responsibilities.

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