Audit committee report

for the year ended 29 February 2012

 

The audit committee is pleased to present this report as required by the Companies Act of South Africa (“the Companies Act”).

The audit committee is a formal committee of the Board and functions within an approved charter and complies with all relevant legislation, regulation and governance codes.

ROLE OF THE COMMITTEE

The audit committee has an independent role with accountability to both the Board and to shareholders. The committee’s responsibilities include the statutory duties prescribed by the Companies Act, activities recommended by King III and the responsibilities assigned by the Board.

The committee’s main responsibilities are as follows:

Integrated and financial reporting

Finance function

Internal audit

External audit

Risk management

General

Composition of the committee

This committee is chaired by and comprises only independent non-executive directors. In accordance with the requirements of the Companies Act, members of the committee are appointed annually by the Board for the ensuing financial year and in compliance with King III are appointed by shareholders at the annual general meeting.

The committee has a charter which is reviewed and approved by the Board annually.

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

Committee member 

Qualification 

Date appointed 

14 April 2011

17 October 2011

Jeff van Rooyen (Chairman)

CA(SA)

June 2007 

P

P

Hugh Herman 

Attorney 

June 2011 

_

P

Alex Mathole 

Attorney 

November 2010 

P

P

Richard van Rensburg* 

CA(SA)

June 2009 

P

_

Ben van der Ross 

Attorney 

June 2003 

P

P

*On appointment as executive deputy CEO on 1 October 2011, Richard van Rensburg resigned as a member of the audit committee.
P = Present 

The committee discharges its Board responsibilities by:

The committee discharges all audit committee responsibilities of all the subsidiary companies within the Group. To help it discharge this responsibility, financial review committees, chaired by the CFO, reviews 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 Group audit committee.

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

INDEPENDENCE OF EXTERNAL AUDITORS

The audit committee is satisfied as to the independence of the Group’s external auditors, KPMG Inc. and its respective audit partners. The committee nominates KPMG as external auditor for the appointment by shareholders at the annual general meeting.

EXPERTISE AND EXPERIENCE OF CHIEF FINANCE OFFICER AND FINANCE FUNCTION

The audit committee is satisfied that Mr Bakar Jakoet has the appropriate expertise and experience for his position of Chief Finance Officer of the Group. In addition, the committee is also satisfied that the composition, experience and skills of the finance function meet the Group’s requirements.

APPROVAL OF THE AUDIT COMMITTEE REPORT

The committee confirms that it has functioned in accordance with its charter for the 2012 financial year and that its report to shareholders has been approved by the Board.

Jeff van Rooyen
Chairman: Audit committee

10 May 2012