Annual Report 2012 - Sentula

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Sentula Mining Limited Integrated Annual Report 2012Governance reports continued28(vi) oversee the integrity and efficiency of the riskmanagement process through assurance of thesystem controls and policies in place;(vii) ensure that risk management assessments areperformed on a continuous basis;(viii) ensure that frameworks and methodologies areimplemented to increase the possibility ofanticipating unpredictable risks;(ix) ensure that management considers andimplements appropriate risk responses;(x) ensure that continuous risk monitoring bymanagement takes place;(xi) express the committee’s formal opinion to theBoard on the effectiveness of the system andprocess of risk management;(xii) review reporting concerning risk managementthat is to be included in the Integrated AnnualReport for it being timely, comprehensive andrelevant; and(xiii) focus on financial risks such as financialreporting risks, internal financial controls, fraudrisks as it relates to financial reporting and ITrisks as it relates to financial reporting.• External audit processesThe committee is responsible for recommendingthe appointment of the external auditor and tooversee the external audit process and in thisregard the committee must:(i) nominate the external auditor for appointmentby the shareholders;(ii) approve the scope and terms of engagement,including also the remuneration for the externalaudit engagement;(iii) monitor and report on the independence ofthe external auditor in the annual financialstatements;(iv) define a policy for non-audit services providedby the external auditor;(v) pre-approve the contracts for non-auditservices to be rendered by the external auditor;(vi) ensure that there is a process for the committeeto be informed of any reportable irregularities(as identified in the Auditing Profession Act,2005) identified and reported by the externalauditor;(vii) review the quality and effectiveness of theexternal audit process;(viii) evaluate the performance of the externalauditor;(ix) have oversight of the qualification andindependence of the external auditor; and(x) perform any other oversight functiondetermined by the Board.• ComplianceThe responsibility to facilitate compliancethroughout the Company and the Group has beendelegated by the Board to the Audit and RiskCommittee, and in this regard the committee must:(i) ensure that the Company and the Groupcomply with applicable laws and consideradherence to non-binding rules, codes andstandards;(ii) ensure that the Company and the Groupestablish and maintain a compliance frameworkand process that is appropriate taking intoaccount the laws, rules, codes and standardsthat are applicable in light of the compliancerisk profile of the Company;(iii) ensure that the Company and the Groupestablish and implement a legal compliancepolicy;(iv) ensure that the Company and the Groupestablish and implement a compliance manual;(v) identify, assess, advise on, monitor and reporton the regulatory compliance risk of theCompany and the Group, which will form partof the overall risk management framework ofthe Company;(vi) ensure that compliance monitoring andreporting be undertaken in a manner that isappropriate for the Company’s circumstances;and(vii) ensure that a compliance culture is encouragedthrough leadership, establishing theappropriate structures, education and training,communication and measurement of keyperformance indicators relevant to compliance.• Information technology (“IT”) governanceThe responsibility for IT governance throughout theCompany has been delegated by the Board via theAudit and Risk Committee, to an IT SteeringCommittee established for this purpose. The Auditand Risk Committee has oversight over the dutiesof the IT Steering Committee as more fully detailedin the approved Sentula IT Steering CommitteeCharter. The IT Steering Committee will via its ChiefInformation Officer submit minutes of all IT SteeringCommittee meetings to the Audit and RiskCommittee. The Chief Information Officer of the ITSteering Committee will report on any matters ofimportance to the Audit and Risk Committee, whoin turn will report on IT governance to the Board.
Sentula Mining Limited Integrated Annual Report 201229In terms of the charter/terms of reference, thecommittee comprises a minimum of threeindependent non-executive directors, and theChairman of the committee may not be the Chairmanof the Board.The Audit and Risk Committee is compliant with therequirements of King III, and the constitution of thecommittee is in accord with these guidelines.The committee is chaired by an independent nonexecutivedirector, Cor van Zyl.The composition of this committee is as follows:Cor van Zyl (Chairman of the committee), Andy Kawa(member – resigned 2 June 2011), Kholeka Mzondeki(member) and Rain Zihlangu (member).The Chairman of the Board, Chief Executive Officer,Chief Financial Officer, other executives and theexternal and internal auditors attend Audit and RiskCommittee meetings by invitation. The committeeannually considers and recommends the annualfinancial statements of the Company and the Groupfor approval by the Board. Additionally, the committeeapproves the audit fees and all fees for non-auditservices provided by the Group’s external auditors.The Audit and Risk Committee confirms that it issatisfied with the appropriateness of the skills andexpertise of Deon Louw, an executive director andChief Financial Officer, who fulfils the role of FinancialDirector of Sentula, and the independence of theexternal auditor.Audit and Risk Committee meetings held during theyear – fiveDirectorAttendedCor van Zyl (Chairman) 5Andy Kawa (resigned 02/06/2011) 0Kholeka Mzondeki 3Rain Zihlangu 5Remuneration CommitteeThe Remuneration Committee has adopted a charter/terms of reference which is reviewed annually, settingout its duties and obligations. The committee isresponsible for ensuring that the directors andexecutive management are appropriatelyremunerated. The committee is also responsible forthe formulation of proposals of the fees paid to thenon-executive directors for the Board’s considerationand shareholder approval.During the year under review, the committee waschaired by independent non-executive director, HughStoyell, and the committee entirely comprisedindependent non-executive directors, being AndyKawa (resigned 2 June 2011), Jonathan Best andRalph Patmore (appointed 25 January 2012).The Chief Executive Officer and Executive DirectorTransformation and HR attend meetings by invitation,and are obliged to recuse themselves from discussionswith regard to their own remuneration.Remuneration Committee meetings held during theyear – twoDirector AttendedHugh Stoyell (Chairman) 2Andy Kawa (resigned 02/06/2011) 1Jonathan Best 2Ralph Patmore (appointed 25/01/2012) –** No meetings held subsequent to the appointmentNomination CommitteeThe Nomination Committee was established during2009, and has adopted a charter which is reviewedannually, setting out its duties and obligations. Thecommittee was established to ensure a formal andtransparent procedure for appointments to the Board.Although the appointment of directors is a matter tobe deliberated upon by the Board as a whole, thecommittee assists the Board by identifying andrecommending suitable candidates for appointmentas well as establishing a succession plan for Boardmembers.The committee is chaired by Jonathan Best, andthe current members are Hugh Stoyell and RalphPatmore (appointed as a committee member on25 January 2012). Ralph Patmore replaced KholekaMzondeki as a result of the restructuring of thiscommittee.
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Annual Report 2012 - Sentula

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