AFRICAN DAWN ANNUAL REPORT 2018 13 Corporate Governance continued 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. Frequency of meetings: Meetings are held monthly but more recently they were conducted on an ad hoc basis as and when required. Every operational subsidiary has it own Exco and reports directly to the Chief Executive Officer. The Afdawn Group consists of a number of operating subsidiaries, segmented into: • Investment advisory and investment management • Micro finance • Rental of properties in possession (sold in current year) • 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 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. 5. 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 Proprietary Limited 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 individuals employed by the Company Secretary. The Board is satisfied that an arm’s length relationship exists. 6. 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. Composition: At the year end the committee consisted of: Ms. HH Hickey (Chairman), Ms. V Lessing, Mr. SM Roper The audit committee comprises three independent non-executive directors (HH Hickey, V Lessing and SM Roper). The committee is chaired by HH Hickey, who is a Chartered Accountant and highly skilled with extensive experience in various fields, with a strong risk and governance background. Due to the changes in the Companies Act and complexity of IFRS, specialised knowledge is needed from time to time and this is contributed by invitees attending meetings on an ad-hoc basis. Frequency of meetings: Meetings took place six times during the period, and a minimum of two meetings per year are required. The audit committee has an independent role with accountability to both the shareholders and the Board as per its terms of reference that were approved by the Board. The committee does not assume the function of management which is vested in the executive directors, officers and members of the executive committee, but is notified of any material risks or disagreements with external auditors.
AFRICAN DAWN 2018 Annual Report
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