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AFRICAN DAWN Annual Report 2016

Corporate Governance 1. The Board (continued) Changes in office Resignations Mr. EA van Heerden resigned as a director on 11 January 2016. Mr. JK van Zyl resigned as director on 11 January 2016. Ms. A Bohmert resigned as director on 11 January 2016. Mr. C Bull resigned as a director on 21 June 2015. The composition of the Board is the result of compliance with regulations, complexity of the Group, risks and skills needed. Each member deserves their position on the Board and their guidance and expertise are highly regarded. Collectively the Board acts 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 appointment of new directors to the Board is a matter for the Board as a whole and is conducted in a formal and transparent manner. Afdawn’s Independent chairman resigned from the board during the year. The position of the chairman and CEO were separate at the beginning of the previous financial year, with the chairman being a non-executive director. 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 on 27 February 2014 and CEO on 28 March 2014 With the resignation of Mr. JS van der Merwe on 2 June 2014, Mr. WJ Groenewald was appointed as acting chairman. Mr. CM Bull was appointed as independent non-executive chairman on 31 October 2014. With the resignation of Mr. CM Bull on 12 June 2015 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 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 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 usually meets at least 4 times per year, but due to ad-hoc matters, 6 meetings were held up to the financial yearend. Actual meetings and attendance are set out in the table below. Member 30 Apr 2015 29 May 2015 12 June 2015 26 Aug 2015 23 Oct 2015 21 Dec 2015 HH Hickey √ √ √ √ √ √ V Lessing √ √ √ √ A √ SM Roper √ √ √ √ √ √ A Bohmert √ √ √ √ A √ JK van Zyl √ √ √ √ A √ WJ Groenewald √ A √ √ √ √ EA van Heerden √ √ √ √ √ √ C M Bull ** √ √ √ NA NA NA A Apology ** Resigned 12 June 2015 Roles and responsibilities: The role of the Board remained to lead the Group towards accomplishing its purpose of creating wealth for its shareholders and stakeholders. The Board is able to fulfill its function as the members remain committed to the Group and with years of experience and specialised 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 has been kept on Afdawn’s developing the new strategy on investment holding in entrepreneurial companies and the realignment of the business in investment advisory and investment management, micro finance, managing properties in possession and collecting historic debtors. There is a clear division of responsibilities at Board level to ensure a balance of power and authority such that no one individual has unfettered powers of decision making. AFRICAN DAWN ANNUAL REPORT 2016 11


AFRICAN DAWN Annual Report 2016
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