Astral Foods Annual Report 2008

CORPORATE GOVERNANCE (continued)Non-executive directors receive the following fees:Fixed feeper annum2008R’000Chairman of the board 300Member of the board 150Chairman of the audit and risk management committee 110Member of the audit and risk management committee 60Chairman of the human resources and remuneration committee 110Member of the human resources and remuneration committee 60The remuneration is paid quarterly in arrears. Members will be requested to approve an 8% increase in nonexecutivedirectors’ fees at the forthcoming annual general meeting.Board committeesTo enable the board to properly discharge its responsibilities and duties, certain responsibilities of the board havebeen delegated to board committees. The board is satisfied that all committees have met their respectiveresponsibilities for the period under review. All board committees are chaired by an independent non-executivedirector. Particulars of the composition of the board of directors and committees appear on pages 7, 8 and 9 ofthis report. Board committee charters are reviewed on an ongoing basis to ensure that the committees’ dutiesand responsibilities are aligned with the requirements of corporate governance and keep abreast ofdevelopments in this field. The board committees are as follows:The audit and risk management committeeThe audit and risk management committee consists of two members, both of whom are independentnon-executive directors, and meets at least twice a year with management, internal and external auditors as wellas the group’s risk managers. Ideally, a third suitably qualified independent non-executive director should beappointed to the committee. The board will make this appointment on recommendation of the nominationscommittee. The opportunity is also created for discussion with the external and internal auditors without thepresence of management. We believe that the members of the committee are knowledgeable about the affairsof the company and have a working familiarity with basic finance and accounting practices. Mr NC Wentzel, ourchief executive officer, also makes a valuable contribution to the committee as a result of his extensive experienceas a chartered accountant as well as his in-depth knowledge of the poultry and milling industries.The audit committee fulfils the responsibilities as set out in the audit committee charter, which include:✦✦✦✦Overseeing the internal and external audit function;Assisting the board in the discharge of its duties relating to the safeguarding of assets and operation ofadequate systems and internal controls;The preparation of accurate financial reporting and statements in compliance with all applicable legalrequirements, corporate governance and accounting standards; andProviding support to the board on the risk profile and risk management of the group.Both the group internal audit manager and external auditors have unfettered access to the chief executive officer,the chairman of the board and the audit and risk management committee.Astral Foods Annual Report 2008Members of the audit committee are:IndependentMember Non-executive PeriodM Macdonald (chairman) Yes May 2004 to dateJJ Geldenhuys Yes May 2008 to date18