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Adcock Ingram has implemented a number of projects with a view to

improve its business processes and continues to improve these processes

to achieve compliance. The implemented processes include:

• Business driven IT strategy;

• Standardisation of systems and processes to improve business

operations and reporting;

• Replacement of outdated and obsolete systems with the Oracle ERP

suite of products, running on modern energy efficient servers;

• Upgrading of software and hardware to ensure continuous support

and licence compliance;

• Information security systems; and

• Disaster recovery systems and procedures.

Adcock Ingram subscribes to the statement in the

King III Report that IT governance can be considered

as a framework that supports effective and efficient

management of IT resources to facilitate the

achievement of the Group’s strategic objectives.

INFORMATION TECHNOLOGY (IT)

It is more than a year since, the Internal Audit function has been in-house

and the responsibility to oversee, manage, inform and take accountability

for the effective operation of this function lies with the Chief Financial

Officer. The Internal Audit function operates within a formally defined

charter and annual audit plan which are approved annually by the Audit

Committee.

Furthermore, there has been co-ordination and sharing of information

between the Group’s External Auditor and the Internal Audit function.

The Internal Audit function forms an integral part of

the governance structure of the Group and its key

responsibility is to evaluate the Group’s governance

processes and associated controls, amongst others, as

set out in the King III Report.

In performing its functions, the Internal Audit function

provides reasonable assurance to the Board, through

the Audit Committee, regarding the effectiveness of the

Group’s network of governance, risk management and

internal control processes and systems.

INTERNAL AUDIT

The Board can confirm that it has considered and satisfied itself with

regard to the competence, qualifications and experience of the Company

Secretary. In the year under review, the Company Secretary was evaluated

by the directors. The evaluation criteria included the following areas:

• requisite qualifications;

• knowledge of, or experience with, relevant laws;

• ability to provide comprehensive practical support and guidance to the

directors; and

• ability to provide the Board collectively and individually with guidance

as to their duties, responsibilities and powers.

The evaluation questionnaires were collated and analysed by independent

advisors and the results thereof shared with the Board. Based on the results

of the evaluation, the Board can confirm that the Company Secretary is

competent and has relevant experience to discharge his duties. Furthermore,

the Company Secretary is suitably qualified for this role, conducts his duties

professionally, maintains an arm’s length relationship with the Board and is not

a director.

Mr Ntando Simelane is the Company Secretary of

the Group. All directors have unlimited access to the

Company Secretary for advice to enable them to

properly discharge their responsibilities and duties in

the best interests of Adcock Ingram, with particular

emphasis on supporting all the directors, including the

Chairman. The Company Secretary works closely with

the Chairman of the Board, Chairmen of the respective

committees and executive directors, to ensure the

proper and effective functioning of the Board and the

integrity of the Board governance processes.

COMPANY SECRETARY

FIVE

SIX

THREE

ONE

FOUR

TWO

OUR GOVERNANCE

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Integrated Report 2016