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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.
The committee has adopted a written mandate and terms of reference approved by the board, the terms of which are reviewed annually by the committee and the board. These were reviewed and amended during the year to incorporate those provisions of King III that have been approved by the board. This mandate includes, inter alia: the review and assessment of the effectiveness of the risk management systems to ensure that risk policies and strategies are appropriately managed; the monitoring of external developments relating to corporate accountability, including emerging and prospective risks; the review of the ethics code, ethical standards and any related incidents; the review of the risk philosophy of the group; the review of the adequacy of insurance coverage; the monitoring of the assurance processes of compliance against legislation impacting the group; the periodic review of risk assessments to determine material risks to the group and evaluating the strategy for managing those and the appropriateness of management’s responses to those risks; review stakeholder identification, engagement, process and policies; ensuring and overseeing the preparation of a group risk register; advising the board on risk aspects (including its commentary on risk in the annual report); the governance of information technology; and the self-evaluation of the committee’s performance as part of the board’s evaluation process on an annual basis. CORPORATE GOVERNANCE REPORT continued The risk committee is required to meet no less than twice a year. Three meetings have been held during the financial year and one further meeting to the date of this report. Details of attendance by each member, with one further meeting to the date of this report, are as follows: 2010 22 Feb 5 May 29 May 24 Aug DM Nurek • ✓ ✓ ✓ SA Bailes* ✓ RP Becker ✓ ✓ ✓ ✓ HJ Brand ✓ ✓ ✓ • J Coetzee ✓ ✓ ✓ ✓ G Collins ✓ ✓ ✓ ✓ DC Coutts-Trotter ✓ ✓ ✓ ✓ NN Gwagwa ✓ ✓ ✓ ✓ TC Kaatze ✓ ✓ ✓ ✓ JA Lee ✓ ✓ ✓ ✓ AM Leeming** ✓ ✓ ✓ ✓ IN Matthews ✓ ✓ ✓ ✓ KH Mazwai ✓ ✓ ✓ ✓ DR Mokhobo ✓ ✓ ✓ ✓ S Montgomery ✓ • ✓ ✓ M Naidoo ✓ ✓ ✓ ✓ KRE Peter*** ✓ ✓ ✓ CA Reddiar**** ✓ ✓ GR Rosenthal ✓ ✓ ✓ ✓ DS Whitcher ✓ ✓ ✓ ✓ ✓ present. • apologies. * retired from the group on 31 March 2010. ** appointed to the risk committee on 27 August 2009. *** retired from the group on 31 July 2010. **** appointed to the risk committee on 29 May 2010. The chairman of the risk committee is required to attend the annual general meeting to deal with enquiries relative to the committee’s mandate. 111
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ANNUAL REPORT 2010
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ABOUT THE INTEGRATED REPORT This re
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Carnival City AFRISUN GAUTENG 85% 8
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Monticello
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KEY STRATEGIC IMPERATIVES 3. OUR CU
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Energy management Communities Publi
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Non-Executive Directors MP (MIKE) E
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KH (Kele) Mazwai (41) / GROUP HUMAN
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INTRODUCTION This past year has onc
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Morula APPRECIATION On behalf of th
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AT A GLANCE FINANCIAL HIGHLIGHTS Wi
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TRADING AND GROUP OPERATING PERFORM
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Operational overview - Casinos and
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GrandWest JOINT REPORT OF THE CHIEF
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Gaming taxes by province and countr
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DIVIDENDS 1. SHAREHOLDER DELIVERY T
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JOINT REPORT OF THE CHIEF EXECUTIVE
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The Royal Livingstone 33
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AT A GLANCE 2. PROTECT OUR BUSINESS
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By the end of February, the number
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WILD COAST SUN The local community
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Our market share South Africa Gamin
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We estimate that the group’s shar
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Carnival City 45
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OUR OBJECTIVES IN THIS SECTION: JOI
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FEEDBACK ON THE CM INITIATIVES/PROJ
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51 51
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AT A GLANCE WHAT WE ACHIEVED Final
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CAPITAL COMMITMENTS Capital commitm
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AT A GLANCE JOINT REPORT OF THE CHI
Page 61 and 62: CONCESSIONAIRES Our concessionaires
Page 63 and 64: AT A GLANCE IN THIS SECTION: JOINT
Page 65 and 66: In line with global trends for lead
Page 67 and 68: JOINT REPORT OF THE CHIEF EXECUTIVE
Page 69 and 70: Beneficiaries of training 2010 Bene
Page 71 and 72: Training investment model JOINT REP
Page 73 and 74: JOB PROFILING Also forming part of
Page 75 and 76: Occupational hygiene and legionella
Page 77 and 78: OUR OBJECTIVES JOINT REPORT OF THE
Page 79 and 80: The table below sets out the direct
Page 81 and 82: MANAGEMENT JOINT REPORT OF THE CHIE
Page 85 and 86: GOLDEN VALLEY CASINO & LODGE’S EN
Page 87 and 88: INCIDENTS JOINT REPORT OF THE CHIEF
Page 89 and 90: Efforts to establish the Nedbank Go
Page 91 and 92: Our property ratings Rm 2010 2009 2
Page 95 and 96: AT A GLANCE JOINT REPORT OF THE CHI
Page 97 and 98: SHAWCO - This student-run NGO at th
Page 99 and 100: REGULATORY COMPLIANCE The South Afr
Page 101 and 102: OUR COMMITMENT CORPORATE GOVERNANCE
Page 103 and 104: Principle Action Outcome Independen
Page 105 and 106: The group’s governance is facilit
Page 107 and 108: The chief executive is mandated and
Page 109 and 110: Board meetings A minimum of four bo
Page 111: The audit committee is primarily re
Page 115 and 116: The key risks that are identified,
Page 117 and 118: Internal control The board of direc
Page 119 and 120: The group has continued to actively
Page 121 and 122: Group 2010 2009 2008 2007 2006 2005
Page 123 and 124: Group statistics 2010 2009 2008 200
Page 125 and 126: Types of shareholders at 30 June 20
Page 127 and 128: principles of inclusivity, material
Page 129 and 130: The board and the remuneration comm
Page 131 and 132: Prior to the commencement of the re
Page 133 and 134: the travel and leisure sector that
Page 135 and 136: Share plan Date of grant Grant pric
Page 137 and 138: Emoluments Executive directors’ r
Page 139 and 140: for the year ended 30 June NOTES TO
Page 141 and 142: The annual financial statements whi
Page 143 and 144: TO THE MEMBERS OF SUN INTERNATIONAL
Page 145 and 146: HOLDING COMPANY The company has no
Page 147 and 148: which the entity operates (the func
Page 149 and 150: elating to certain firm commitments
Page 151 and 152: expenditure represents the total co
Page 153 and 154: government and other government rel
Page 155 and 156: GROUP STATEMENTS OF FINANCIAL POSIT
Page 157 and 158: Notes GROUP STATEMENTS OF CHANGES I
Page 159 and 160: for the year ended 30 June Operatin
Page 161 and 162: for the year ended 30 June NOTES TO
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for the year ended 30 June NOTES TO
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14. PROPERTY, PLANT AND EQUIPMENT (
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15. INTANGIBLE ASSETS (continued) S
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for the year ended 30 June 18. RETI
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for the year ended 30 June 27. PROV
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for the year ended 30 June 28. CASH
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29. FINANCIAL INSTRUMENTS (continue
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32. RELATED PARTY TRANSACTIONS Key
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32. RELATED PARTY TRANSACTIONS (con
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NOTES TO THE GROUP FINANCIAL STATEM
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COMPANY STATEMENTS OF FINANCIAL POS
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COMPANY STATEMENTS OF CHANGES IN EQ
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NOTES TO THE COMPANY FINANCIAL STAT
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Notice is hereby given that the twe
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Litigation statement The directors
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SUN INTERNATIONAL LIMITED (Incorpor
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SUN INTERNATIONAL LIMITED Incorpora
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