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AFRICAN DAWN ANNUAL REPORT 14

Corporate Governance continued With the consolidation of offices in the previous year, knowledge and skills were shared, paired with seamless communication throughout the Group. Exco meetings are formally minuted and approved. The meetings deal with detailed operational events and practical solutions that are communicated to the Board. The Board membership of all the subsidiary companies comprises a combination of the Exco members plus two additional directors. There is therefore direct Exco representation on all subsidiary boards. The Chairman of Afdawn reports and is accountable to the Afdawn Board. 5. Company Secretary The Company Secretary is responsible for assisting the Board with administration, application of information regarding the Act, JSE Listing Requirements, directors’ responsibilities and powers. The Board is entitled to appoint and remove the Company Secretary. Mr. W Somerville (on behalf of William Somerville Governance Services cc) resigned as company secretary on 31 July 2014 and Mr. A Rich (on behalf of Statucor Proprietary Limited) was appointed in his stead. In terms of paragraph 3.84 (i) and ( j) of the JSE Listings Requirements the board has satisfied itself that the company secretaries including the individual shareholders and directors of the juristic person possess the appropriate expertise and experience required and considers him qualified to perform his duties in accordance with applicable legislation and is fit and proper for the position. There is an arm’s-length relationship between itself and the company secretary and he is not a director on the board. 6. Audit and Risk Committee Purpose: To assist the Board in overseeing the integrity of the financial statements, the effectiveness of internal control over financial reporting, to assess the independence and qualifications of the independent registered auditor, to ensure the Company’s compliance with legal and regulatory requirements and assessing the expertise of the financial director. Composition: At the yearend the committee was composed of: HH Hickey (Chairman), V Lessing, JK van Zyl Subsequent to the yearend, Mr. JK van Zyl stepped down and was replaced by Mr. SM Roper. The audit committee comprised three independent non-executive directors (HH Hickey, V Lessing and JK van Zyl). The committee is chaired by HH Hickey, who is a Chartered Accountant and highly skilled with extensive experience in various fields, with a strong risk and governance background. Due to the changes in the Act and complexity of IFRS, specialised knowledge is needed from time to time and this is contributed by invitees attending meetings on an ad-hoc basis. Frequency of meetings: Meetings took place four times during the period, and a minimum of two meetings per year are required. The audit committee has an independent role with accountability to both the shareholders and the Board as per their terms of reference that were approved by the Board. The committee does not assume the function of management which is vested in the executive directors, officers and members of the executive committee, but is notified of any material risks or disagreements with internal and external auditors. Roles and responsibilities • Integrated and financial reporting Review and comment on the annual financial statements, annual integrated report, annual condensed results, interim results, trading update announcement to ensure compliance with International Financial Reporting Standards and the Act; Review and approve the appropriateness of accounting policies, disclosure policies and the effectiveness of internal financial controls; Perform a review of the Group’s integrated reporting function and progress and consider factors and risks that could impact on the integrity of the Integrated Annual Report; Recommend the Integrated Annual Report to the Board for approval. Determining the levels of assurance required on integrated and financial reporting. • Finance function Considers the expertise and experience of the financial director; Considers the expertise, experience and resources of the Group’s finance function; Considers the effectiveness of internal control over finance. • Internal audit Due to capital and resource constraints, the group does not have a separate internal audit function. The oversight of internal controls remained with the audit committee and the required testing and investigation was performed in-house by competent financial staff. A separate internal audit division with qualified internal auditor will be formalised and implemented in the near future. The internal audit tasks remain with the audit committee for the time being until the internal audit department will take responsibility for all internal audit matters. • External audit Act as a liaison between the external auditors and the Board; Obtain information in order to satisfy themselves as to the competency of the external auditors and then nominate for appointment by Shareholders; Consider the scope of audit and non-audit services which the external auditors may provide to the Group; Review letters from auditors stating points of improvement or control deficiencies; Approve the fees of the external auditors and assess their performance; and assess annually the independence of the external auditors. AFRICAN DAWN 1 6 ANNUAL REPORT 2014


AFRICAN DAWN ANNUAL REPORT 14
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