audit committee
The main purpose of the audit committee is to review and report back to the board on all financial matters of the group. It also has a responsibility to ensure that management has implemented and maintained an effective control environment.
Members: Mike Leeming (Chairman), Lindiwe Bakoro, Nigel Colne and Sindi Zilwa (four independent non-executive directors). All three have relevant financial experience. There is a strong integration between the activities of the audit and risk committees with all three audit committee members also serving as members of the risk committee.
The committee’s terms of reference include the following key responsibilities:
- fulfil the function of audit committee to group subsidiaries;
- review and approve the accounting policies and practices and any proposed changes thereto;
- ensure that there is an adequate and effective system of internal control in place;
- review and approve the internal audit coverage plan;
- evaluate the effectiveness of internal audit;
- consider and recommend to the board on the appointment and retention of external auditors;
- review and approve the scope of the external audit review and the external audit fees;
- evaluate the independence and effectiveness of external audit;
- assess if there is an appropriate framework in place to ensure compliance with tax regulations;
- satisfy itself on the appropriateness of the expertise and experience of the financial director ;
- review and recommend to the board on the corporate governance policies, including price-sensitive information and insider trading policies;
- support the overall effectiveness of the corporate governance processes; and
- receive and deal with complaints related to accounting and internal audit matters.
The committee meets four times during the year, and the Chairman reports to the board on the activities of the committee. The Chairman of the audit committee also attends the annual general meeting. To ensure that the committee can effectively comply with its terms of reference, the external auditors and the executives responsible for internal audit and risk attend the meetings as invitees. In addition, the audit committee holds separate meetings with management, external audit, and risk management and internal audit to ensure that all relevant matters are identified and discussed without undue influence. The committee performs the role of audit committee for the subsidiaries of the group.
