Pick n Pay Holdings Limited RF
Audit committee report

The audit committee is a statutory committee, required by the Companies Act, and functions within a charter approved by the board. The committee members were confirmed for appointment at the AGM on 25 June 2013.

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.

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.

Meetings and activities

Committee member	Qualification	Status	15 April   2013	21 October   2013
René de Wet (Chairman)	CA(SA)	Independent non-executive director	P	P
Hugh Herman	Attorney	Independent non-executive director	P	P
Jeff van Rooyen	CA(SA)	Independent non-executive director	P	P
P = present

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 held within a week of the respective committee meeting; and
• Meeting separately with the internal and external auditors to confirm they are receiving the full co-operation of management.

The committee’s main responsibilities are discharged by the audit committee elected for Pick n Pay Stores Limited. The Pick n Pay Holdings Limited RF’s audit committee reviews the report of the Pick n Pay Stores Limited audit committee and assesses the carrying value of its investment in Pick n Pay Stores Limited.

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 recommends to the board that KPMG be put forward as external auditors for appointment by shareholders at the annual general meeting.

Policy on non-audit services

All non-audit services provided by the Group’s external auditors are pre-approved by the audit committee. The total fee for non-audit services provided should not, under normal circumstances, exceed 50% of the total auditor’s remuneration.

Approval of the audit committee report

The committee confirms that it has functioned in accordance with its charter for the 2014 financial year and that its report to shareholders has been approved by the board.

The committee confirmed its satisfaction with the performance and level of service rendered by the external auditor. The board has, following the recommendation of the audit committee, nominated KPMG Inc. for reappointment as the Company’s registered auditor for the ensuing year at the forthcoming annual general meeting.

René de Wet
Chairman: audit committee

14 April 2014