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AFRICAN DAWN ANNUAL REPORT 2020

Corporate Governance continued

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, of 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.

Changes to the Audit and Risk Committee:
Ms. HH Hickey resigned as Chair on 31 August 2019
Mr. SM Roper was appointed as Chair on 20 November 2019
Mr. B Stagman was appointed to the committee on 30 October 2019

Composition:
At the financial year end the committee consisted of:
Mr. SM Roper (Chair), Ms. V Lessing and Mr. B Stagman
The Audit and Risk Committee comprises three independent non-executive directors. The committee is chaired by Mr. SM Roper, who is a
Chartered Accountant and highly skilled with extensive experience in various fields, with a strong risk and governance background. Due to the
changes in the Companies Act and complexity of International Financial Reporting Standards ("IFRS"), specialised knowledge is needed from time
to time and this is contributed by invitees attending meetings on an ad-hoc basis.

Frequency of meetings:
Meetings took place three times during the period, and a minimum of two meetings per year are required. The Audit and Risk Committee has
an independent role with accountability to both the shareholders and the Board as per its terms of reference that were approved by the Board.
The committee does not assume the function of management which is vested in the executive directors, officers and members of the executive
committee, but is notified of any material risks or disagreements with external auditors.

Audit and Risk Committee

Meeting dates
Committee member 24 May 2019 20 November 2019 20 February 2020
Ms. HH Hickey (Chair) Yes No No
Mr. SM Roper (Chair) Yes Yes Yes
Ms. V Lessing Yes Yes Yes
Mr. B Stagman No Yes Yes

Roles and responsibilities

The key focus area of the Audit and Risk Committee was to support the board in its aim to maintaining the stability of the Group and ensuring
continuous effective internal control over the accounting records
• Integrated and financial reporting
• Review and comment on the annual financial statements, annual integrated report, annual condensed results, interim results, trading
update announcement to ensure compliance with IFRS, the JSE Listings Requirements and the Companies Act;
• Review and approve the appropriateness of accounting policies, disclosures and the effectiveness of internal financial controls;
• Perform a review of the Group’s integrated reporting function and progress and consider factors and risks that could impact on the
integrity of the annual report;

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