Page 15

AFRICAN DAWN ANNUAL REPORT 14

Corporate Governance 1. The Board Purpose: To lead the Group with integrity, through policies, strategic decisions, planning, governance, resource allocation, standards of conduct and share- and stakeholders relationship management. Composition: The board composed of the following directors at the year end: Mr. JS van der Merwe (non-executive chairman); Ms. HH Hickey (independent non-executive director); Mr. WJ Groenewald (acting CEO); Ms. V Lessing (lead Independent non-executive director); and Mr. JK van Zyl (independent non-executive director). Mr. TF Kruger (previous executive officer, appointed as financial director on 10 April 2013) resigned from the Board with effect from 1 February 2014 and was replaced by Mr. EA van Heerden on 27 March 2014. Changes to the board after the year end: New appointments Mr. EA van Heerden was appointed as Financial Director on 27 March 2014, Ms. A Böhmert as executive director on 22 April 2014 and Mr. SM Roper as independent non-executive director on 22 April 2014. Changes in office Mr. JK van Zyl (previously independent non-executive director) was appointed as executive director on 28 May 2013 and Mr. WJ Groenewald was appointed as acting executive Chairman on 2 June 2014. Resignation Mr. JS van der Merwe resigned as director on 2 June 2014. The composition is the result of compliance with regulations, complexity of the Group, risks and skills needed. Each member deserves their position on the Board with their guidance and expertise highly regarded and collectively acting as a strong and effective committee. The appointments in the period were important to closely align the skills required for the new vision on the Board. The position of the chairman and CEO were separate at the beginning of the year, with the chairman being an independent, non-executive director. Mr. JS van der Merwe then assumed the position of executive chairman, with previous chairman Mr. Wiese assuming lead independent non-executive director. Subsequently, Ms. V Lessing was appointed lead independent non-executive director replacing Mr. Wiese. On 24 February 2014 Mr. JS van der Merwe stepped down as CEO, while remaining on in the position of chairman and Mr. WJ Groenewald was appointed as the acting CEO. With the resignation of Mr. JS van der Merwe on 2 June 2014, Mr. WJ Groenewald was appointed as acting chairman. The chairman is re-elected to the position on an annual basis by the Board. The chairman was appointed by the Board and has been assessed and possesses the necessary skills, experience and leadership qualities to lead the Group. At the year end, the chairman was not a member of the remuneration and nominations committee, but is invited to attend on an ad-hoc basis, due to his skills and expertise. The chairman is a permanent invitee to the audit committee. The Board members individually and collectively have the necessary skills, expertise and experience ensuring effective and ethical decision making and strategy implementation. Frequency of meetings: The Board should meet at least 4 times per year, but due to ad-hoc matters, 11 meetings were held up to the financial yearend. Actual meetings and attendance are set out in the table below. AFRICAN DAWN 1 2 ANNUAL REPORT 2014 18 Mar 2013 √ A √ √ √ √ - - - - 4 April 2013 √ √ √ √ √ √ - - - - 23 May 2013 √ √ √ √ √ √ √ - - - 28 May 2013 √ √ √ √ A √ √ - - - 10 Jun 2013 √ - √ - √ A √ √ √ √ 28 Sep 2013 √ - √ - √ √ √ √ √ √ TF Kruger CF Wiese WJ Groenewald L Taylor GE Stoop HH Hickey JS van der Merwe K van Zyl V Lessing WN Luhabe 30 Sep 2013 √ - √ - √ √ √ √ √ A 15 Oct 2013 √ - √ - - √ √ A A - 5 Nov 2013 √ - √ - √ √ √ A √ - 20 Jan 2014 √ - √ - - √ √ √ √ - 17 Feb 2014 - - √ - - √ √ √ √ - A - Apology


AFRICAN DAWN ANNUAL REPORT 14
To see the actual publication please follow the link above