Committees

Audit and Risk Committee

The audit and risk committee consists of an executive and non-executive director and a member of the external audit team.

The audit and risk committee has adopted formal terms of reference, delegated to it by the board of directors, as its audit and risk committee charter. The committee has discharged the functions in terms of its charter, and ascribed to it in terms of the Companies Act as follows:

  • Reviewed the year-end financial statements, culminating in a recommendation to the board to adopt it. In the course of its review the committee:

    • takes appropriate steps to ensure that the financial statements are prepared in accordance with International Financial Reporting Standards (IFRS) and in the manner required by the Companies Act of South Africa;

    • considers and, when appropriate, makes recommendations on internal financial controls; and

    • deals with concerns or complaints relating to accounting policies, internal audit, the auditing or content of annual financial statements and internal financial controls;

  • Reviewed the external audit reports on the annual financial statements;

  • Confirmed the internal audit plan;

  • Ensured that risk management procedures are adequate;

  • Reviewed the internal audit and risk management reports, and where relevant, made recommendations to the board;

  • Evaluated the effectiveness of risk management, controls and the governance processes;

  • Verified the independence of the external auditors and nominated Moore Stephens as the auditors;

  • Approved the audit fees and engagement terms of the external auditors; and

  • Determined the nature and extent of allowable non-audit services and approved the contract terms for the provision of non-audit services by the external auditors.


Internal Audit

The audit and risk committee fulfills an oversight role regarding the group's financial statements and the reporting process, including the system of internal financial control. It is responsible for ensuring that the group's internal audit function is independent and has the necessary resources, standing and authority within the organisation to enable it to discharge its duties.


Remuneration Committee

It is the committee's responsibility to determine the remuneration, incentive arrangements and benefits of the executive directors and executive management. The committee is responsible for ensuring that levels of remuneration are sufficient to attract, retain and motivate executives of the calibre required for high-level management as well as key personnel positions. It is also responsible for measuring the performance of the executive directors in discharging their functions and responsibilities.


Composition of Executive Remuneration

The remuneration of executive directors and senior management is determined on a total cost to company basis. The total remuneration packages of the executive directors and senior management are subject to annual review and benchmarked against external market data. Total remuneration packages are reviewed annually in December of each year.


COMMITTEES

Audit and Risk Committee

Members: Phumzile Langeni (Chairperson), Sandeep Khanna, JP Landman

Investment and Strategy Committee

Members: JP Landman (Chairperson), Wahid Hamid, Sandeep Khanna, Robin Smith, Andries van Rensburg

Nomination Committee

Members: Wendy Luhabe (Chairperson), Sandeep Khanna, Robin Smith, Andries van Rensburg

Remuneration Committee

Members: Wahid Hamid (Chairperson), Sandeep Khanna, Wendy Luhabe, Andries van Rensburg

Social Ethics and Governance

Members: Phumzile Langeni (Chairperson), Wendy Luhabe, Leon Conradie (non-director), Peter Grobler (non-director), Terence Millar (non-director), Solach Pather (non-director)