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AFRICAN DAWN 2015 Annual Report

Corporate Governance AFRICAN DAWN 12 ANNUAL REPORT 2015 continued 1. The Board (continued) Changes in office Mr. JK van Zyl (previously independent non-executive director) was appointed as executive director on 28 May 2014 and Mr. WJ Groenewald was appointed as CEO on 27 March 2014 and acting executive Chairman on 2 June 2014 until 31 October 2014. He resumes the role as acting executive Chairman on 12 June 2015. Resignations Mr. JS van der Merwe resigned as a director on 2 June 2014. Mr. CM Bull resigned as director on 12 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 position of the chairman and CEO were separate at the beginning of the 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, 5 meetings were held up to the financial year end. Actual meetings and attendance are set out in the table below. Member 26 Mar 2014 28 May 2014 5 Aug 2014 17 Sep 2014 17 Nov 2014 30 Apr 2015 29 May 2015 12 June 2015 26 Aug 2015 23 Oct 2015 HH Hickey √ √ √ √ √ √ √ √ √ √ V Lessing √ √ √ √ √ √ √ √ √ Apology SM Roper n/a √ √ √ √ √ √ √ √ √ A Böhmert n/a √ √ √ √ √ √ √ √ Apology JK van Zyl √ √ Apology √ √ √ √ √ √ Apology WJ Groenewald √ √ √ √ √ √ √ √ √ √ EA van Heerden √ √ √ √ √ √ Apology √ √ √ CM Bull ## n/a n/a n/a n/a √ √ √ √ n/a n/a JS van der Merwe # √ √ n/a n/a n/a n/a n/a n/a n/a n/a # Resigned 4 June 2014 ## Resigned 12 June 2015


AFRICAN DAWN 2015 Annual Report
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