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SUN INTERNATIONAL ANNUAL REPORT ’10
110
CORPORATE GOVERNANCE REPORT CONTINUED
The committee also performs all the functions required to be performed
by an audit committee including as required by section 270A of the
Companies Act, 1973, as amended and under Section 270A(1) on behalf
of all subsidiaries other than those whose boards have decided to appoint
their own committees. In this regard the committee has:
evaluated the independence and effectiveness of the external auditors,
PricewaterhouseCoopers Inc., and is satisfied that the external auditors
are independent of the company and effective in rendering its services;
considered and approved the audit fee payable to the external
auditors in respect of the audit for the year ended 30 June 2010
ahead of the annual audit as well as their terms of engagement,
taking into consideration factors such as the timing of the audit, the
extent of work required and the scope of the audit;
satisfied itself that the appointments of the external auditors, designated
auditor, and the IFRS advisor, comply with the Companies Act 1973, the
Auditing Profession Act and the JSE Listings Requirements;
approved non-audit services provided to the company by the external
auditor and the fees relating thereto in terms of a policy established
in conjunction with the external auditors in terms of which the nature
and extent of all non-audit services provided by the external auditors
are reviewed and approved in advance, ensuring that the independence
of the external auditors is not compromised; and
nominated PricewaterhouseCoopers Inc. as registered auditor to
continue in office until the conclusion of the 2011 annual general
meeting, noting that Mr DB von Hoesslin is the individual registered
auditor and member of the aforegoing firm who undertakes the audit.
The committee has also considered and satisfied itself of the appropriateness
of the expertise and experience of the chief financial officer,
Mr RP Becker, and the finance function, including the annual financial
statements and related accounting practices, the effectiveness of the
internal financial control and have recommended the annual report for
approval by the board.
The committee is appointed by the board annually in advance prior to the
end of each financial year. In the forthcoming year, the appointment of
the audit committee will be subject to shareowner approval. The chairman
of the board, chief executive, chief financial officer and the director of
internal audit attend audit committee meetings by invitation. Other board
members also have right of attendance. The chairman of the audit
committee, or in his absence another member of the committee nominated
by him, attends the annual general meeting to answer questions falling
under the mandate of the committee.
The audit committee meets separately with each of the external and the
internal auditors without other board members or management present
at least once a year.
The audit committee is required to meet at least four times a year and as
indicated in the attendance table above four audit committee meetings
were held during the 2010 financial year and a further two since then and
to the date of this report.
The audit committee has adopted written terms of reference approved
by the board and has satisfied its responsibilities in compliance therewith
in all material respects during the financial year. Its terms of reference
were reviewed and amended by the board during the year to ensure
compliance with regulatory changes and best practice and to incorporate
the relevant provisions of King III as approved by the board.
Although the board has a risk committee to assist with the discharge of
its duties with regard to business risk, the audit committee has an interest
in risk management through its focus on internal controls. The audit
committee is accordingly kept fully informed regarding the performance
of risk management through the chairman of the risk committee,
Mr DM Nurek, who is also a member of the audit committee and through
the director of internal audit, Mr CS Benjamin, who also provides the
audit committee with a report on the performance of risk management.
Risk committee
Composition: The committee is chaired by Mr DM Nurek, an
independent non-executive director. Also represented on this
committee are the chief executive, chief financial officer and
company secretary, Messrs DC Coutts-Trotter, RP Becker, and
Ms CA Reddiar respectively, together with three other nonexecutive
directors, Dr NN Gwagwa, Messrs IN Matthews and
GR Rosenthal, of whom two are independent.
The committee is operational in nature, accordingly other members
comprise representatives of the group’s executive (SIML) namely
Messrs HJ Brand (legal affairs director), J Coetzee (director: gaming
compliance and tables), G Collins (gaming operations director),
TC Kaatze (divisional director: gaming north), JA Lee (e-business
& technology director and chief information officer/appointed
as divisional director: resorts with effect from 1 August 2010),
AM Leeming (director: corporate and SIML finance), Ms KH Mazwai
(group human resources director), Messrs DR Mokhobo (new
business development director), S Montgomery (development
director), M Naidoo (divisional director: gaming south), KRE Peter
(divisional director: resorts/retired with effect from 31 July 2010)
and DS Whitcher (director: gaming development and slots).
The risk committee is responsible for monitoring, developing and
communicating the processes for managing risks across the group.
The committee assists the board in the discharge of its duties relating to
corporate accountability and associated risk in terms of management,
assurance and reporting. The board is responsible for monitoring and
reviewing the risk management strategy of the company and the group,
and the committee assists the board in fulfilling this responsibility.
An independent enterprise risk management specialist continues to assist
the committee with the group’s risk governance processes in accordance
with the principles of King II; King III and international best practices.
The specialist attends meetings of the committee by invitation.