Audit and Risk Committee

The main purpose of the Audit and Risk Committee is to assist the Board in ensuring that management has an effective risk management process that identifi es and monitors the key risks facing the Group in an integrated and timely manner.

The Audit and Risk Committee consists of three independent non-executive Directors, with Executive Directors as standing invitees to the Committee meetings. The Chairperson of the Board is not the Chairperson of the Audit and Risk Committee. The internal and external auditors have unrestricted access to the Chairperson of the Audit and Risk Committee.

Three meetings were held in the year under review.

Apart from the statutory duties of the Audit and Risk Committee as set out in the Companies Act, provisions of the JSE Listings Requirements and King III principles, the duties of the Committee incorporated in the terms of reference/charter also include the following:

Examine and review the Group’s Annual Financial Statements and report on interim and fi nal results, the accompanying message to stakeholders and any other announcements on the Group’s results or other fi nancial information to be made public

Oversee co-operation between internal and external auditors and serve as a link between the Board and these functions

Oversee the external audit function

Review and confi rm the adequacy of insurance cover

Monitor processes and procedures to deal with and review the disclosure of information to clients

Formulate criteria for the appointment of a Risk Manager and terms of reference/charter for the Risk Management functions

Review the risk management reports regarding the adequacy and overall effectiveness of the Company’s risk management function and its implementation by management. Review risk in its widest sense including but not limited to: technology risk, disaster recovery plan, operational risk, prudential risk, reputational risk, competitive risk, legal risk, compliance and control risk, concentration of risk across a portfolio dimensions, asset valuation risk

Approve the internal audit plan and qualifi cations of the internal auditors

Evaluate the qualifi cations and independence of the external auditor

Approve external audit fees

Ensure effective internal fi nancial controls are in place

Review the integrity of fi nancial risk control systems and policies

During the year under review the Committee satisfi ed itself that the Finance Director possesses the appropriate level of expertise and experience to fulfi l his responsibilities as Group Chief Financial offi cer to the Board and the Company

The Committee and the Board are satisfi ed that there is adequate segregation between the external and internal audit functions, and that the independence of the internal and external auditors is not in any way impaired or compromised.


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