AUDIT COMMITTEE

The main purpose of the audit committee is to assist the board in monitoring the integrity of the financial statements and overseeing the Integrated Report. It is responsible for the effectiveness of the internal financial controls and oversees external and internal audit functions. The committee also has specific responsibilities in line with the Companies Act, 2008, as amended.

Members: Mike Leeming (Chairman), Peter Bacon, Lindiwe Bakoro, Zarina Bassa, Andrew Higginson and Sindi Zilwa (six independent non-executive directors).

The Committee’s terms of reference include the following responsibilities:

• evaluating the independence and effectiveness of the external auditors;
• setting the principles for recommending the use of the external auditors for non-audit services;
• considering and nominating the external auditors for appointment at the annual general meeting;
• approving the terms of engagement and remuneration of the external auditors;
• considering whether the audit firm and, where appropriate, the individual auditor that will be responsible for the functions of auditor, are accredited as such on the JSE list of auditors and their advisors as required by the JSE Limited Listings Requirements;
• obtaining assurance from the external auditors that adequate accounting records are being maintained;
• recommending to the board the interim and preliminary announcement of results and any accompanying reports to shareholders, the annual financial statements, the working capital pack and any other relevant announcements;
• approving the internal audit charter and reviewing the compliance thereof;
• reviewing the effectiveness of the company’s systems of internal control, including internal financial controls and business risk management;
• approving the internal audit plan;
• considering concerns regarding accounting practices or internal audit matters or to the content or auditing of the company or group’s financial statements, or to any related matter, as referred by the Chairman of the audit committee;
• considering the competence, skills and experience of the finance director;
• reviewing and make recommendations to the board concerning the insider trading policy, price sensitive, policy external auditor independence policy and the complaint procedures policy for accounting and internal audit matters; and
• reviewing of the terms of reference and activities of subsidiary company and joint venture audit committees.

The committee meets four times a year and the committee Chairman reports back to the board on the activities of the committee. The minutes of the committee meetings are circulated to all directors.

To ensure that the committee can effectively comply with its terms of reference, the Group finance director, the external auditors and the executives responsible for internal audit and risk attend the meetings by invitation. The audit committee holds separate meetings with management, external audit, risk management and internal audit to ensure that all relevant matters have been identified and discussed without undue influence.

The audit committee has performed the functions of an audit committee for the group and its South African subsidiaries.