NVFH 2020 Integrated Annual Report

Audit and Risk Committee
A combined Audit and Risk Committee (“the Committee”)
has been established, whose primary objective is to
provide the Board with additional assurance regarding the
efficacy and reliability of the financial information used by
the Directors, to assist them in discharging their duties. The
Committee is required to provide comfort to the Board that
adequate and appropriate financial and operating controls
are in place, that significant business, financial and other
risks have been identified and are being suitably managed,
that the Financial Director has the appropriate expertise and
experience and that satisfactory standards of governance,
reporting and compliance are in operation. The Committee
sets the principles for recommending the use of the external
auditors for non-audit services.
The combined Audit and Risk Committee consisted of the
following Non-Executive Directors for the year under review:
• Dr Lana Weldon (Chairman)
• Dylan Schemel
• Lusanda Mangxamba
A detailed report of the Audit and Risk Committee is set out
on page 58 of this Integrated Annual Report and a description
of material risks that are specific to the Group as required by
paragraph 7.F.7 of the JSE Listings Requirements are set out
later in this Corporate Governance and Sustainability Report.
External auditors
The external auditors of the Group are BDO South Africa
Incorporated and they have performed an independent
and objective audit of the Group’s financial statements. The
statements are prepared in terms of the International Financial
Reporting Standards (“IFRS”). Interim reports are not audited.
1.4. Company Secretary
Brendan Connellan was the appointed Group Company
Secretary for the year under review. The Board has
considered and satisfied itself on the competence,
qualifications and experience of the Company Secretary
to fulfil his commitments effectively. The Directors assess the
on-going competency of the Company Secretary on an
annual basis and in compliance with section 3.84(h) of the
JSE Listing Requirements.
Moreover, the Board confirms that there is an arm’s length
relationship between itself and the Company Secretary
and this position is assessed on an annual basis. Brendan
Connellan acted as the group Company Secretary on an
outsourced basis during the year ended 29 February 2020,
which further enhanced the arm’s length relationship. All
Directors have access to the advice and services of the
Company Secretary, who has performed this role for the
Group for several years.
Subsequent to the year end, he rejoined the Company
as an executive director but retains the role of Company
Secretary. Despite his executive appointment, the Board sill
considers that he is independent in both mind and actions
and conducts his duties on an arm’s length basis.
Brendan Connellan has headed up the Company’s
compliance management function since its inception as
well as that of subsidiary companies and is exceptionally
well-versed in the Group’s compliance needs with different
regulatory bodies. Over the years, he has successfully advised
the Board and staff on requisite compliance matters and
ensured that the Company is fully compliant in this regard.
1.5. Financial Director
Mr Glenn Orsmond resigned as Financial Director of the
Group with effect from 01 May 2019 in order to take up a
position in the aviation industry. Charl Herselman CA(SA) was
subsequently appointed to serve on the Board as Financial
Director with effect from 1 November 2019. Charl had already
fulfilled the duties and responsibilities of the Financial Director
since the departure of Glenn Orsmond as well as having
served as Head: Group Finance until his appointment onto
the Board. The Group is currently assessing the appropriate
course of action to take in respect of the appointment of a
permanent Financial Director.
The Financial Director position is a full-time executive role. The
Audit and Risk Committee has confirmed the experience and
expertise of Charl Herselman at an Audit and Risk Committee
meeting and has issued confirmation thereof to the JSE. Charl
assumed the formal responsibilities required of him in terms of
the JSE Listings Requirements and the Companies Act relating
to his appointment as Interim Financial Director.
In support of the Financial Director, the Group also has a very
strong finance team and employed the services of an expert
in International Financial Reporting Standards (IFRS) to draft its
consolidated annual financial statements.
1.6. Code of ethics
NVest subscribes to the highest ethical standards and
behavior in the conduct of its business and related activities.
All employees of the Group are required to maintain the
highest standards in ensuring that business practices
are conducted in a manner, which, in all reasonable
circumstances, are above reproach. The values have been
embodied in an Ethics Policy which commits Directors and
employees to the highest standards of ethical behavior.
Social and Ethics Committee:
In compliance with the Act, the following persons served in the
Social and Ethics Committee during the year under review:
• Siviwe Kwatsha (Chairman)*
• Jonathan Goldberg (Independent Non-Executive
Director)
• Dr Lana Weldon (Independent Non-Executive Director)
• Brendan Connellan (Non-Executive Director)**
• Travis McClure (Prescribed Officer)
(*Siviwe Kwatsha also serves as Chief Information Officer for
the Group **Brendan Connellan has been reappointed as an
Executive Director of the Company with effect from 1 March
2020, having also been reappointed as Chief Operations
Officer for the Group).
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NVest Financial Holdings Limited | INTEGRATED ANNUAL REPORT 2020