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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