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AFRICAN DAWN ANNUAL REPORT 14

Corporate Governance continued Roles and responsibilities: The role of the Board remained to lead the Group towards accomplishing its purpose of creating wealth for its share- and stakeholders. The Board is able to fulfill its function as the members remain committed to the Group and with years of experience and specialized skills, are able to add value and make the required strategic decisions. The Board meets at least four times per annum and when needed to facilitate any ad-hoc strategic input. The focus is kept on Afdawn’s core business being financial services, personal loans and managing/collection of debt. Subsequent to the previous year end the vision of the Group was however changed. 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 Report on Governance for South Africa 2009 (“King Code III”). 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 Code III compliance. The Board is of the opinion that the Group complies in all material respects with the principles embodied in King Code III and the additional requirements for corporate governance stipulated by the JSE. Where specific principles have not been applied, explanations for these are contained in the section detailing application of principles in King III. 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, requiring strategic input from major share- and stakeholders. The active inputs and decision making resulted in Afdawn pursuing a new vision. The Board has decided to change the vision of the Company to become an active investment holding company acquiring shareholdings in entrepreneurial companies with a strong innovation drive and which are in a proven growth phase and subsequently enhancing the capabilities of these entities to accelerate long term sustainable growth. Shareholders are referred to the SENS announcements dated 10 April 2013 and 15 October 2014 in this regard. 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 Institute of Directors and formally by WITS Business School. Mr WJ Groenewald and Dr GE Stoop attended the programme during 2013 and new members are scheduled for the latter part of the 2014 year. 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 2013 were informal, with formal assessments with specific reference to the CEO and financial director. To monitor and keep track of Director dealings: To ensure that there is no conflict of interest or threat to the independence of Board members, the Directors have to declare any and all interests in contracts entered into by them and the Group. Dealings in securities by Directors, senior managers and 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, or the Company Secretary is announced on SENS. AFRICAN DAWN 1 3 ANNUAL REPORT 2014


AFRICAN DAWN ANNUAL REPORT 14
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