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The audit committee is primarily responsible for overseeing the company’s financial reporting process on behalf of the board, and assists the board in
discharging its fiduciary duties relating to the safeguarding of assets, the operation of adequate systems, maintenance of control processes and the
preparation of accurate financial reporting and statements in compliance with all applicable legal requirements, accounting standards and listing
requirements.
In addition, as advocated by King III, the audit committee has overseen the integrated reporting for 2010, and has recommended the approval of the
annual report by the board.
The mandate of the audit committee includes:
the nomination of the external auditors annually for appointment by shareowners, determination of fees and terms of engagement;
the evaluation of the independence and effectiveness of the external auditors, consideration of nature and extent of non-audit services
rendered by them to the group and the pre-approval of proposed contracts for such services in terms of the policy established by the committee;
the review of the interim and preliminary reports and annual financial statements, including the valuation of unlisted investments and loans
and going concern statements, prior to submission to the board;
review of the annual report prepared in terms of integrated reporting requirements;
the discussion of problems arising from external audit and review of the external auditors’ interim and final reports and identification of
key issues;
dealing with internal or external complaints relating to accounting practices, internal audit or to the content or auditing of the financial
statements;
the review and evaluation of the internal audit activities and plan, annual review of the internal audit mandate, ensuring adequate
resourcing, ensuring co-ordination between internal and external audit, ensuring appropriate action by management in the event of major
deficiencies or breakdowns in controls or procedures, and considering the appointment of the head of internal audit;
the consideration of major findings of internal investigations and management’s responses;
the monitoring of compliance with the group’s code of conduct and significant breaches thereof;
the review of the adequacy of the systems of internal control and any legal matters which could significantly impact on the group’s
financial statements;
the review of compliance with the King II, King III and JSE Listings Requirements in so far as these relate to the financial statements;
the consideration of the appropriateness of the expertise and experience of the chief financial officer;
reviewing the expertise, resources and experience of the group’s finance function; and
the evaluation of its own performance and effectiveness on an annual basis.
CORPORATE GOVERNANCE REPORT continued
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