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OUR

RISK MANAGEMENT

This report is presented by the Company’s Risk and Sustainability Committee (the Committee).

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. The following duties are assigned to it by the Board during

the year under review:

•

Ensure an appropriate and effective control environment and

clear parameters within which risk is managed.

•

Oversee issues relating to sustainability.

•

Oversee the conducting of a business risk assessment to identify

the most significant commercial, financial, compliance and

sustainability risks and implement processes to mitigate these

risks.

•

Assist the Board in setting the risk strategy and policies in

determining the Company’s tolerance for risk.

COMPOSITION AND MEETINGS

The Committee consists of three non-executive directors, all of

whom are independent. Four Committee meetings were held

during the year. The attendance of the Committee meetings was

as follows:

Committee member

Meeting attendance

RI Stewart (Chairman)

4/4

D Cleasby

1/2

M Haus

4/4

PM Makwana

2/2*

MI Sacks

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, as well

as the Group’s insurance and risk advisors attended all Committee

meetings.

PHILOSOPHY

As a pharmaceutical manufacturing, marketing, and distribution

company, Adcock Ingram is exposed to a range of risks. The Group’s

philosophy is not to entrench a compliance driven approach, but

rather to view risk management as a strategic enabler to ensure

proactive and appropriate action is taken to mitigate risk exposure.

The Group identifies and manages risk in line with best practices

which it views as core in terms of balancing risk and reward.

Adcock Ingram is committed to effective implementation of the

COSO Framework of Enterprise Risk Management. Risk and control

procedures are enhanced on an ongoing basis. The Company’s

Chief Executive Officer is responsible for the overall management

of risk while the Risk and Sustainability Committee is the oversight

committee on behalf of the Board.

Three members of the Audit Committee are alsomembers of the Risk

and Sustainability Committee. Risks are reported to the Committee

on a quarterly basis.

Directors consider strategic risks when formulating strategy,

approving budgets and monitoring progress against business plans.

Executive and divisional management are responsible for the day-

to-day management of operational risk and continuously enhancing

control procedures. Risk registers are compiled which are regularly

reviewed and updated. The key risks on these registers are classified

based on severity and probability of the risk materialising. Controls

are identified to mitigate the identified risks and prioritise action

plans. Registers are presented and discussed at various management

levels and forums.

OUR STRATEGY TO SUSTAIN VALUE

(continued)

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Integrated Report 2016