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AFRICAN DAWN ANNUAL REPORT 14

Corporate Governance continued 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 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 costs saving, strict management of cash and building on basics, resulting in no salary increases within the Group other than the one newly appointed Director. 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 non-executive directors remuneration) as a guide and comprise 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. 3. Nomination Committee Purpose: To nominate and ensure that the Board composition complies with all legal and other requirements and to ensure that the Board possesses the needed skills and knowledge that makes for a collectively effective Board. Composition: The nomination committee consists of: HH Hickey, WJ Groenewald, V Lessing Roles and responsibilities: As prescribed, the committee meets at least twice a year, or on an ad-hoc basis when a nomination is required. Details of actual meetings and attendance thereof is set out in the table below. The nomination and appointment of members to the Board is done through a formal and transparent process, executed by the nomination committee. The committee is combined with the remuneration committee due to the size and complexity of the Board. The nomination committee consists of two independent non-executive directors and one executive director (the CEO). The chairman of the Board is an invitee. Part of the responsibility of the committee is to identify and recommend individuals for vacant positions and also to fill skills shortages on the Board that will enhance the overall governance and leadership of the Board and Group. During the year, the nomination committee executed its responsibilities by enhancing the skills of the Board by nominating an additional member who brings specialised skills, experience and knowledge relating to micro finance to the Board. Nominated candidates are screened for knowledge, experience, qualifications, integrity, skills, capability and independence where needed. Only once all required requirements are met with, will the individual be nominated for election. The nomination committee ensures that members nominated for election on the audit committee are suitable for the position and that the committee collectively have the required qualifications and experience. All members that are recommended by the nomination committee to the Board are only approved and appointed by the Board by unanimous Board decision. There is a clear balance of power and authority at Board of directors level accordingly no one director has unfettered power of decision making. 4. 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: Since the year end, Mr. WJ Groenewald, Mr. EA van Heerden, Mr. JK van Zyl and Ms. A Böhmert were appointed to the executive committee. Frequency of meetings: Meetings are held monthly but more recently they were conducted on an ad hoc basis as and when required. The Afdawn Group consists of a number of operating subsidiaries, segmented into: • Head office and listed entity: African Dawn Capital Limited; • Micro finance, front offices, call centre, medical practitioner finance and collections: Elite Group; • Debt management and commercial collections: African Dawn Debt Management. 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. AFRICAN DAWN 1 5 ANNUAL REPORT 2014 TF Kruger (Invitee) CF Wiese WJ Groenewald L Taylor GE Stoop (Invitee) HH Hickey JS van der Merwe 4 April 2013 √ √ √ √ √ √ - 28 May 2013 - √ √ √ - √ √


AFRICAN DAWN ANNUAL REPORT 14
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