Application of principles in King III As required by the JSE Listings Requirements, the following table discloses the status of Afdawn’s compliance with King III and reasons for non-compliance, if applicable. Shareholders can access the company’s compliance with all 75 principles of the King Report on the company’s website at the following address: www.afdawn.co.za under Investor Relations in the Corporate Governance folder. AFRICAN DAWN 1 8 ANNUAL REPORT 2014 1 – Not applied / will not be applied. 2 – In process / partially applied. 3 – Full application. Ethical leadership and corporate citizenship Effective leadership based on an effective ethical foundation 3 Responsible corporate citizen 3 Effective management of ethics 3 Board and directors The board is the focal point for and custodian of corporate governance 3 Strategy, risk, performance and sustainability are inseparable 3 Directors act in the best interest of the company 3 The chairman of the board is an independent non-executive director 1x A framework for the delegation of authority has been established .The board comprises a balance of power, 3 with a majority of non executive directors who are independent Directors are appointed through a formal process 3 Formal induction and ongoing training of directors is conducted 3 The board is assisted by a competent, suitably qualified and experienced company secretary 3 Annual performance evaluations of the board, its committees and individual members 3 Appointment of well-structured committees 3 An agreed governance framework between the group and its subsidiary boards is in place 3 Directors and executives are fairly and responsibly remunerated 3 Remuneration of directors and prescribed officers is disclosed 3 The company’s remuneration policy is approved by the shareholders 3 x: The board is in the process of selecting an independent non-executive chairman. Audit committee Effective and independent 3 Suitably skilled and experienced independent non-executive directors 3 Chaired by an independent non-executive director 3 Oversees integrated reporting 3 A combined assurance model is applied to improve efficiency in assurance activities 2x Satisfies itself of the expertise, resources and experience of the company’s finance function 3 Oversees internal audit 1# Integral to the risk management process 3 Oversees the external audit process 3 Reports to the board and shareholders on how it has discharged its duties 3 x A combined assurance model is not fully implemented. The audit and risk committee does however place reliance on the inputs of management and assurance from the external auditors. As indicated below, the Company does not have a separate internal audit function. #: See internal audit below.
AFRICAN DAWN ANNUAL REPORT 14
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