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AFRICAN DAWN Annual Report 2016

Corporate Governance continued 2. Remuneration committee (continued) The executive directors earn a fixed salary and a suitable incentive based on their performance. 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. There are currently no share incentive schemes in place although this matter is still under consideration. 3. 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. 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: • Investment advisory and investment management • Micro finance • Rental of properties in possession • Other, which include head office and the listed entity 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. Exco meetings are formally minuted and approved. The meetings deal with detailed operational events and practical solutions that are communicated to the Board The Board membership of all the subsidiary companies comprises a combination of the Exco members plus two additional directors. There is therefore direct Exco representation on all subsidiary boards. The acting Chairman (and Chief Executive Officer) of Afdawn reports and is accountable to the Afdawn Board. 4. Company Secretary The Company Secretary is responsible for assisting the Board with administration, application of information regarding the Act, JSE Listing Requirements, directors’ responsibilities and powers. The Board is entitled to appoint and remove the Company Secretary. Statucor (Pty) Ltd is the Company Secretary of AfDawn. The Board has satisfied itself after a review, through discussion and assessment, the qualifications, experience and competence of the company and individuals employed by the Company Secretary. The Board is satisfied that an arm’s length relationship exists. 5. Audit and Risk Committee Purpose: To assist the Board in overseeing the integrity of the financial statements, the effectiveness of internal controls over financial reporting, to assess the independence and qualifications of the independent registered auditor, to ensure the Company’s compliance with legal and regulatory requirements and assessing the expertise of the financial director. 14 AFRICAN DAWN ANNUAL REPORT 2016


AFRICAN DAWN Annual Report 2016
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