(formely M-Cell Limited) - Business Report 2003 - MTN Group

of internal, financial and operational controls,
and the appropriateness of accounting policies.
The Group Audit Committee also reviews
financial and operational information to be
provided to shareholders and other stakeholders
in the annual reports.
The Group Audit Committee oversees compliance
with corporate governance practices and specific
disclosures in the annual financial statements.The
Group Audit Committee is also responsible for the
review of major audit recommendations and the
approval of interim and annual results
announcements.The members of the committee
are all financially literate. The Chief Executive
Officer and external and internal auditors
together with the relevant members of the
management team attend meetings by invitation.
The Group Audit Committee operates in
compliance with terms of reference established
by the Board in the form of a charter that takes
account of current international trends and
developments pertaining to audit committees.
During the year under review, Mr Doug Band
advised of his intention to stand down as the
Chairman of the Group Audit Committee with
effect from 21 November 2002. Mr Alan van
Biljon was appointed in his stead. Mr Band remains
a member of the Group Audit Committee.
The charter allows that sessions may be held
without management present to ensure that
matters are considered without improper
influence. The head of internal audit and the
external audit partners have unrestricted
access to the Chairman of the committee.
RISK MANAGEMENT AND CORPORATE
GOVERNANCE COMMITTEE
The objective of the Risk Management and
Corporate Governance Committee is to identify,
assess, manage and monitor the risks to which
the business is exposed. This committee is also
responsible for reviewing the quality of
corporate governance within the Group and for
providing advice to directors and management
on issues that may lead to conflicts of interest.
Other key issues such as people risk, the
environment and sustainability constitute
important aspects of this committee’s mandate.
The Risk Management and Corporate
Governance Committee mandate includes the
following key terms of reference:
● To provide an independent and objective review
to the Board on the status of Risk Management
and Corporate Governance within the Group;
● To examine the relationship between the Group
and its stakeholders to ensure that appropriate
procedures are in place to prevent conflicts of
interest that may arise with the aim being to align
as closely as possible the interests of employees,
the Company and society in general; and
● To promote the “seven pillars” of good
corporate governance being, discipline,
transparency, independence, accountability,
responsibility, fairness and social responsibility.
The members of this committee are:
Mr P L Heinamann*** (Chairman)
Mr Z N A Cindi***
Mr L C Webb**
Mr P F Nhleko*
Mr P L Zim*
Mr R S Dabengwa*
* Executive
** Non-executive
*** Independent non-executive
The committee has met on one occasion, on
5 November 2002, when all members were in
attendance.
Subsequent to 31 March 2003, Mr A F van Biljon
was appointed to this committee. The Board is
confident that the fundamental processes are
now in place to encourage compliance with
current and future risk management
requirements and objectives.
NOMINATIONS, REMUNERATION AND
HUMAN RESOURCES COMMITTEE
The purpose of the Nominations, Remuneration
and Human Resources Committee is set out in
the charter approved by the Board. The main
responsibilities of this committee are:
● To review the composition of the Board;
● To conduct an annual assessment of its
performance;
● To set criteria for the nomination of directors
and committee members of the Board
together with Group subsidiaries; and
● To identify, evaluate and recommend
nominees for appointment to the Board.
MTN BUSINESS REPORT 2003
PAGE 47