Governance

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Our Governance

The Daybreak governance structure comprises the Board of Directors and subcommittees, the Executive Committee and the Management Committee. The Management Committee convenes monthly to report on the financial and operational performance of the Company. The Executive Committee convenes weekly to adjudicate on delegation of authority matters requiring consultation with or approval by the Committee in order to recommend to relevant board subcommittees for consideration. The current board of directors was constituted on 10 October 2022, with additional directors appointed on 21 March 2024. The Chairperson of the board is Ms Kameshni Naidoo CA(SA).

Audit Committee

The Audit Committee is constituted by four non-executive directors and convenes at least quarterly. The Committee is constituted as a statutory committee of the Company and subcommittee of the board of directors. The Audit Committee has the duties set out in section 94 (7) of the Companies Act, No. 71 of 2008 (Act). The Committee assists the Board in carrying out its functions in appointing an independent external auditor, including approval of the audit plan and fees and any non-audit services; compilation of the annual financial statements, including submissions to the board on accounting practices, internal financial controls, records and reporting, and oversight of the internal audit and finance functions.

Human Resources and Remuneration Committee

The Human Resources and Remuneration Committee is constituted by four non-executive directors and convenes at least twice annually. The Human Resources and Remuneration Committee is constituted as a subcommittee of the board of directors. The Human Resources and Remuneration Committee specifically does not have a nominations mandate as appointment and removal of directors is a shareholder reserved matter. Rather the mandate of the Committee relates to oversight of executive appointments, effectiveness, succession, remuneration and terminations as well as general employee value proposition and human resources compliance oversight.

Social and Ethics Committee

The Social and Ethics Committee is constituted by three non-executive directors and convenes at least twice annually. The Social and Ethics Committee is constituted as a statutory committee of the Company and subcommittee of the board of directors. The Social and Ethics Committee exists to guide and monitor the Company’s activities towards a sustainable, ethical and socially responsible culture and practices in line with the regulatory framework relating to:
- sustainable social and economic development, 
- ethical organisation practices,
- conduct and behaviour,
- responsible corporate citizenship,
- environment,
- health and safety,
- stakeholder relationships and,
- employment and workplace productivity

Investment Committee

The Investment Committee is constituted by three non-executive directors and convenes at least twice annually. The Committee is constituted as a subcommittee of the board of directors. The Committee assists the board in considering projects, investment opportunities and other corporate actions, including acquisitions and disposals. The Investment Committee considers capital expenditure for approval per the delegation of authority. The Investment Committee also oversees the development, alignment, implementation, reporting and policies regarding the:
- investment strategy,
- funding strategy,
- treasury and cash management strategy,
- asset and liability management and,
- capital project management.

Risk Committee

The Risk Committee is constituted by three non-executive directors and convenes at least twice annually. The Risk Committee assists the Board in carrying out its functions relating to the operation of adequate risk management and control processes in compliance with all applicable legislation and regulations. The Committee assists the Board to govern risk in a way that supports the Company in setting and achieving its strategic objectives.

Board Charter

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Audit Risk Committee

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Board Charter

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Audit Risk Committee

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Audit Committee

The Audit Committee is constituted by four non-executive directors and convenes at least quarterly. The Committee is constituted as a statutory committee of the Company and subcommittee of the board of directors. The Audit Committee has the duties set out in section 94 (7) of the Companies Act, No. 71 of 2008 (Act). The Committee assists the Board in carrying out its functions in appointing an independent external auditor, including approval of the audit plan and fees and any non-audit services; compilation of the annual financial statements, including submissions to the board on accounting practices, internal financial controls, records and reporting, and oversight of the internal audit and finance functions.

Human Resources and Remuneration Committee

The Human Resources and Remuneration Committee is constituted by four non-executive directors and convenes at least twice annually. The Human Resources and Remuneration Committee is constituted as a subcommittee of the board of directors. The Human Resources and Remuneration Committee specifically does not have a nominations mandate as appointment and removal of directors is a shareholder reserved matter. Rather the mandate of the Committee relates to oversight of executive appointments, effectiveness, succession, remuneration and terminations as well as general employee value proposition and human resources compliance oversight.

Social and Ethics Committee

The Social and Ethics Committee is constituted by three non-executive directors and convenes at least twice annually. The Social and Ethics Committee is constituted as a statutory committee of the Company and subcommittee of the board of directors. The Social and Ethics Committee exists to guide and monitor the Company’s activities towards a sustainable, ethical and socially responsible culture and practices in line with the regulatory framework relating to:
- sustainable social and economic development, 
- ethical organisation practices,
- conduct and behaviour,
- responsible corporate citizenship,
- environment,
- health and safety,
- stakeholder relationships and,
- employment and workplace productivity

Investment Committee

The Investment Committee is constituted by three non-executive directors and convenes at least twice annually. The Committee is constituted as a subcommittee of the board of directors. The Committee assists the board in considering projects, investment opportunities and other corporate actions, including acquisitions and disposals. The Investment Committee considers capital expenditure for approval per the delegation of authority. The Investment Committee also oversees the development, alignment, implementation, reporting and policies regarding the:
- investment strategy,
- funding strategy,
- treasury and cash management strategy,
- asset and liability management and,
- capital project management.

Risk Committee

The Risk Committee is constituted by three non-executive directors and convenes at least twice annually. The Risk Committee assists the Board in carrying out its functions relating to the operation of adequate risk management and control processes in compliance with all applicable legislation and regulations. The Committee assists the Board to govern risk in a way that supports the Company in setting and achieving its strategic objectives.

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