This committee is chaired by and comprises only independent non-executive directors. In accordance with the requirements of the Corporate Laws Amendment Act 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:

P = Present

The committee’s general responsibilities include:

• acting as a liaison between the external auditors and the Board;


• the annual nomination of the external auditor, who in the opinion of the committee, is independent of the Company, for approval 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 Company;


• 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 respective audit partners;


• receive and deal appropriately with any complaint relating to the accounting practices and internal audit of the Company or to the content or auditing of its financial statements, or to any related matter; and
• perform 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 (at present this review of internal audit will not be performed by an independent party);


• reviews the Company’s systems of internal control, including financial controls, ensuring that management is adhering to and continually improving these controls;


• 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 they are receiving the full co-operation of management; and


• the committee Chairman meets regularly with key executives to keep abreast of emerging issues.

The committee discharges all Audit committee responsibilities of all the subsidiary companies within the Group. To help it discharge this responsibility, Financial Review committees review in detail the results of all material operating subsidiary companies with the external auditors and management of the respective subsidiary. These review committees report their findings to the Audit 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 with the appropriateness of the expertise, experience and adequacy of the finance function and in particular of its CFO and his 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 and his successor Aboubakar (Bakar) Jakoet, possess the appropriate level of expertise and experience to fulfil their responsibilities to the Board and the Company.