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REPORT OF THE AUDIT COMMITTEE<br />

FOR THE YEAR ENDED 31 DECEMBER 2011<br />

REPORT OF THE AUDIT<br />

COMMITTEE<br />

INTRODUCTION<br />

The committee is pleased to present its report for the financial year<br />

ended 31 December 2011 as recommended by the King Report’s<br />

principles of good corporate governance and in line with the South<br />

African Companies Act No 71 of 2008. The Audit Committee is<br />

constituted as a statutory committee of the group as well as a board<br />

committee approved by the board.<br />

The committee has terms of reference in place, which include both<br />

its statutary duties and those assigned to it by the board, and its<br />

mandate includes:<br />

<br />

regarding all factors and risks that may impact on the reporting;<br />

<br />

the shareholders;<br />

<br />

audit function;<br />

<br />

of the finance function;<br />

<br />

co-ordinated approach to all assurance activities;<br />

<br />

<br />

strategy of the company; and<br />

<br />

COMPOSITION<br />

The Audit Committee, appointed by the board and approved by the<br />

shareholders in respect of the financial year ended 31 December<br />

2011, comprised the following independent non-executive directors,<br />

who have the requisite financial skills and experience to fulfill the<br />

committee’s duties:<br />

<br />

<br />

<br />

<br />

FREQUENCY AND ATTENDANCE OF AUDIT<br />

COMMITTEE MEETINGS<br />

In addition to the committee members, the chief executive, chief<br />

financial officer, the risk manager and head of internal audit and<br />

external audit attend meetings of the committee by invitation.<br />

The committee meets separately with management, internal audit<br />

and external audit at every meeting. During the year under review,<br />

the committee met five times. Attendance of meetings held during<br />

the year under review is presented in the following table:<br />

Member<br />

ZBM Bassa<br />

(chairman)<br />

07-Feb-<br />

11<br />

15-Mar-<br />

11<br />

11-May-<br />

11<br />

15-Jul-<br />

11<br />

09-Nov-<br />

11<br />

<br />

DD Mokgatle <br />

AJ Morgan * <br />

LM Nyhonyha n/a n/a n/a <br />

indicates attendance<br />

* indicates absence with apology<br />

OVERSIGHT FOR RISK MANAGEMENT<br />

Although the board has a risk committee to assist with the discharge<br />

of its duties with regard to the integrated risk management process,<br />

the Audit Committee has an interest in risk management as a<br />

result of its responsibility for internal controls. The chairman of the<br />

committee also chairs the Risk Committee and the committee is kept<br />

informed on the performance of risk management.<br />

INTERNAL AUDIT<br />

The group’s internal audit function is fulfilled by Anglo Business<br />

Assurance Services (ABAS) and provides the board with assurance<br />

on the key areas of the group’s internal financial controls.<br />

The internal audit charter was reviewed and approved by the<br />

committee. Internal audit provides assurance that the company<br />

operates in a responsibly governed manner by performing the<br />

following functions:<br />

<br />

<br />

internal control framework;<br />

<br />

controls; and<br />

<br />

the audit committee.<br />

Audited annual financial statements<br />

Annual Financial Statements 2011<br />

17

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