Audit committee report
This report is presented by the Company’s Audit Committee (the Committee), appointed by the board and elected by the shareholders in respect of the year ended 30 June 2016. It is prepared in accordance with the recommendations of King III and the requirements of the South African Companies Act, 71 of 2008, as amended, and describes how the Committee discharged its statutory duties in terms of the Companies Act and the additional duties assigned to it by the board in respect of the reporting period.
COMPOSITION AND MEETINGS
The Committee consists of four non-executive directors, three of whom are independent, all of whom are suitably skilled and experienced. Four Committee meetings were held during the year. The attendance of the Committee meetings was as follows:
| Committee member | Meeting attendance |
|
| MI Sacks (Chairman) | 4/4 | |
| M Haus | 4/4 | |
| R Morar | 2/4 | |
| RI Stewart | 4/4 | |
| Invitees | ||
| AG Hall | 4/4 | |
| D Neethling | 4/4 | |
| KB Wakeford | 2/2 | * |
| * | See changes to the board on page 56 |
Representatives of both the internal and external auditors attended all Committee meetings.
ROLE AND FUNCTION OF THE COMMITTEE
The role and responsibilities of the Committee are governed by a formal charter which is reviewed annually and approved by the board. A formal evaluation of the Committee is carried out by the board and the board is satisfied that the Committee has fulfilled all its statutory duties, including those duties assigned to it by the board during the year under review, as further detailed below.
EXTERNAL AUDIT
The Committee nominated Ernst and Young Inc., as independent external auditors, determined and approved their terms of engagement as well as their fees. The nomination of external auditors is presented to shareholders each year at the Annual General Meeting for approval. The Committee is satisfied that the Company’s external auditors can be regarded as independent and are thereby able to conduct their audit functions without any conflict or influence. The Committee is also responsible for determining the nature and extent of any non-audit services that the external auditors may provide to the Group and the Committee pre-approves any proposed contract with the external auditors for the provision of such non-audit services. The Committee can report that its working relationship with the designated partner is professional and functional.
INTERNAL FINANCIAL AND ACCOUNTING CONTROL
The Committee is responsible for reporting on the Group’s systems of internal, financial and accounting controls. The Committee has accordingly considered the reports from the internal and external auditors and is satisfied that the reports confirm the adequacy and effectiveness of the Group’s systems of internal control. Furthermore, after a formal review, the Committee has satisfied itself on the expertise, diligence and experience of the Chief Financial Officer.
INTERNAL AUDIT
The Committee also evaluated the effectiveness of the internal audit department and concluded that it was satisfied with their planning, processes and application, including the quality of their reporting on internal audit outcomes and related matters.
COMPLIANCE
The Committee is responsible for reporting on whether any material breach of a relevant legal and/or regulatory requirement has taken place. No evidence of any such non-compliance has been brought to the attention of the Committee by either the internal or external auditors.
ANNOUNCEMENTS
The Committee is also responsible for reviewing the Group’s financial data for distribution to shareholders or publication required under any regulatory or statutory authority. The Integrated Report of the Group covering the year under review was considered by the Committee and subsequently recommended for approval by the board.
The Committee is satisfied that it has complied with all its legal, regulatory and other responsibilities for the year under review.
MI Sacks
Chairman
25 August 2016