The Audit and Risk Committee is formally constituted in accordance with the provisions of the Companies Act, King III and the JSE Listings Requirements.
The Committee comprises the following members who were appointed by the shareholders at the AGM in December 2014:
- CM Priem (Chairperson)
- Dr NV Maharaj (LID)
- Professor WD Geach
Members of the Committee are all suitably qualified and experienced and attended all scheduled meetings of the Committee during the year. Details of the meetings held and attended are provided here.
While the Committee operates independently of management, the Chief Executive Officer, Financial Director, Group internal auditor and the external auditors attend meetings by invitation. The Committee is also at liberty to hold confidential meetings with the internal and external auditors as well as with management should they so require.
The Committee operates in accordance with its statutory duties and those assigned by the Board as documented in a formal charter.
During the reporting period, the Committee attended to the following statutory duties:
- Nominated Ernst and Young Inc. and Mr Christopher Sickle as the designated registered auditor of the Company and the Group, ensuring that the appointment of the external auditor complies with the Act and other relevant legislation;
- Determined the fees to be paid to, and the terms of engagement of, the external auditor;
- Determined the nature and extent of any non-audit services that the external auditors may provide to the Company and the Group and pre-approved the fees relating to such services;
- Evaluated the independence, effectiveness and performance of the external auditor and is satisfied as to the independence of the external auditor; and
- Reviewed and made recommendations to the Board in respect of the publicly disclosed financial information including the interim results for the six months ended 31 December 2014 and the audited annual results for the 2015 financial year.
The Committee has furthermore carried out the following responsibilities:
- Reviewed the Integrated Annual Report and the Annual Financial Statements, including the complete Annual Financial Statements, and has recommended it for approval by the Board – in the course of the review the Committee has satisfied itself that the Annual Financial Statements are prepared in accordance with IFRS and the Act;
- Reviewed the adequacy of the systems of internal control and any legal matters which could significantly impact on the Group’s financial statements;
- Reviewed the risk management framework and made recommendations, where appropriate, to the Board and to management;
- Reviewed and approved the internal audit charter; and
- Evaluated the independence, effectiveness and performance of the internal audit function and approved and reviewed the internal audit annual work plan, as well as quarterly internal audit reports.
The Committee has satisfied itself as to the appropriateness of Mr Dylan Pienaar’s expertise and experience and evaluated his performance as the Financial Director of the Company. Biographical details of Mr Pienaar are provided here.
With the regard to the adequacy of resources in the finance department and the experience of its senior management, the Committee has evaluated the department’s performance during the year and is satisfied that the finance function is both well-resourced and that its collective experience is appropriate for the needs of the Company and the Group.
The Committee believes that the Group’s performance during the year under review has been of an acceptable standard and is satisfied that, apart from the errors referred to in the Directors’ report, there have been no instances of material non-compliance with legislation and regulation, or non-adherence with codes of best practice, in relation to the areas within the Committee’s mandate.
In conclusion, the Committee is pleased to report that it is satisfied that it has discharged all its statutory, regulatory and other obligations during the year under review.
Chairperson of the Audit and Risk Committee