The Audit Committee is chaired by a Andile Mjamekwana, the alternate non-executive director. The committee consists of two non-executive directors. The internal and external auditors have unrestricted access to the Audit Committee and its chairman.
The committee is responsible for reviewing the functioning of the internal control systems, risk areas of the Group’s operations and the reliability and accuracy of the financial information provided to management and other users of the financial information. The duties include reviewing the scope and results of the external audit and its cost effectiveness.
The committee discharges its duties with regard to its widely held subsidiaries in the same meetings that are held for Accentuate Limited. The Audit Committee operates in terms of a formal mandate that sets out the functions and duties of the committee. These functions are based on the relevant provisions of the Companies Act of 1973, as amended, as well as relevant corporate governance recommendations. These include, inter alia, to:
The Audit Committee has also reviewed and satisfied itself with the appropriateness of the expertise and experience of the financial director as required in terms of the JSE Listings Requirements.
The Group internal audit function reports directly to the chairman of the Audit Committee. The internal audit function is regarded as being sufficiently independent of the activities being audited. The internal audit plan is reviewed and adjusted on a continual basis to ensure effectiveness and is based on the relevant degree of inherent risk of the business.
The board has appointed PKF to perform an independent and objective audit on the Group’s annual financial statements. The financial statements are prepared in terms of IFRS. The board has considered the extent of non-audit related services provided by the external auditors and is satisfied that the independence of the external auditors is not compromised.
The board is responsible for the total risk management process. The committee supports the board to formulate the risk management strategy, which is based on the need to identify, assess, manage and monitor all known forms of risk across the Group. The board defines the Group’s tolerance for risk and has the responsibility to ensure that the Group has implemented an effective ongoing process to identify risk, to measure its impact against a broad set of assumptions and then to activate processes required to proactively manage these risks.
The committee determines the remuneration arrangements, profit participation and benefits of the executive directors and executive management. The committee is responsible for ensuring that levels of remuneration are sufficient to attract, retain and motivate executives of the calibre required for high-level management and key personnel. It is also responsible for measuring the performance of the executive directors in discharging their functions and responsibilities.
Remuneration is performance related and is designed to provide incentives for directors and staff to perform at the highest operational levels. The remuneration committee is further responsible for the assessment and approval of the board’s remuneration strategy for the Group.