This committee is chaired by and comprises only independent non-executive directors. In accordance with the requirements of the Corporate Laws Amendment Act No. 24 of 2006, members of the committee are appointed annually by the Board for the ensuing financial year and in compliance with King III will also be appointed by shareholders at the AGM.

The committee has a fixed mandate (terms of reference) which is reviewed and approved by the Board annually.

The composition of the committee and meeting attendance is as follows:

The committee’s general responsibilities include:

• acting as a liaison between the external auditors and the Board;
• the annual nomination of the external auditor for appointment at the AGM. Based on our review of the performance and independence of the external auditor, we recommend their reappointment at the AGM;
• the annual determination of the scope of audit and non-audit services which the external auditors may provide to the Group;
• the approval of the remuneration of the external auditors and assessment of their performance;
• an annual assessment of the independence of the external auditors. The committee confirms that it is satisfied with the independence of the Group’s external auditors and the designated auditor;
• the receipt of and appropriate handling of any complaint relating to the accounting practices and internal audit of the Group or to the content or auditing of its financial statements, or to any related matter; and
• performing other functions as determined by the Board.

In respect of internal control, and internal audit, (through consultation with internal and external auditors); the committee:

• reviews and approves the internal audit charter and audit plans and evaluates the independence, effectiveness and performance of the internal audit function and compliance with its mandate;
• reviews the Group’s systems of internal control, including financial controls, ensuring that management is adhering to and continually improving these controls. The committee confirms that it is satisfied that the Group has adequate internal controls in place, commensurate with its operations;
• reviews significant issues raised by the internal audit process; and
• reviews policies and procedures for preventing and detecting fraud.

In respect of risk management (through consultation with internal and external auditors), the committee:

• ensures that management’s processes and procedures are adequate to identify, assess, manage and monitor enterprise-wide risks; and
• reviews tax and technology risks, in particular how they are managed.

The committee discharges its Board responsibilities by:

• meeting at least twice a year to review the Group’s financial results, to receive and review reports from both the internal and external auditors, and to meet with management to review their progress on identifying and addressing key risk areas within the business;
• reporting to the Board at the next meeting, which is always held within a week of the respective committee meeting;
• meeting separately with the internal and external auditors to confirm that they are receiving the full cooperation of management; and
• the committee Chairman meeting regularly with key executives to keep abreast of emerging issues.

The committee discharges all Audit committee responsibilities of all subsidiary companies within the Group. To help it discharges this responsibility to a Financial Review committee, chaired by the CFO, which reviews in detail the results of all material operating subsidiary companies with the external auditors and management of the respective subsidiary. This review committee reports its findings to the Group Audit, Risk and Compliance committee.

The external and internal auditors have unrestricted access to the committee and all of its members throughout the year.

Each year the committee must consider and be satisfied of the appropriateness of the expertise, experience and adequacy of the finance function and in particular the Chief Finance Officer and senior finance team.

In respect of the above, the committee is satisfied that the Company’s finance function and in particular its CFO, Dennis Cope, possess the appropriate level of expertise and experience to fulfil its responsibilities to the Board and the Group.