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AFRICAN DAWN ANNUAL REPORT 14

Audit Committee Report 1. Audit committee report The Audit Committee has been constituted in accordance with the Companies Act and substantially adheres with the principles set out in King III. The report from the Audit Committee as required by the Companies Act is set out below. From the outset the Committee was chartered to re-establish the group’s creditability and effective operation, through sound control and compliance. In the period under review the Committee has striven to uphold and improve upon the existing base with specific attention to risk management and sustainability within the group. Purpose The main purpose of the Committee is to assist the Board in the oversight of: • the integrity of the financial statements, • the effectiveness of internal control over financial reporting, • independence and qualification of the independent registered auditor, • the company’s compliance with legal and regulatory requirements and • the expertise of the financial director. Composition of the Audit Committee The members of the Audit Committee are all independent non executive directors of the group and include: Name Qualification Ms. HH Hickey (Chairman) CA(SA) Ms. V Lessing Mr. SM Roper CA(SA) (appointed on 22 April 2014) The committee meetings were attended by invitees throughout the period. All directors were invited to attend the meetings. The Financial Director was required to attend. The committee is satisfied that the members thereof have the required knowledge and experience as set out in Section 94(5) of the Companies Act 71 of 2008 and Regulation 42 of the Companies Regulation, 2011. Although Mr. CF Wiese was Chairman of the Board, it was decided that he should be a member of the Audit Committee as there are only three independent non-executive directors and his contribution to this Committee was valuable. The regulations by the JSE in this regard, were amended during the period and this had the effect that African Dawn Capital Limited became compliant. During the year several changes were made to the Audit Committee. Ms. L Taylor and Mr. CF Wiese resigned on 29 May 2013 and 10 June 2013 respectively. Mr. JK van Zyl and Ms. V Lessing were appointed to the committee to fill the above vacancies. Subsequent to the year end, Mr. SM Roper was appointed as member of the committee to replace Mr. JK van Zyl who became an executive director. Ms. WN Luhabe was appointed to the audit committee during the financial year but resigned from her duties before any official meetings of the Audit Committee took place. The audit committee as at 28 February 2014 consisted of Ms. HH Hickey (Chair), Ms. V Lessing and Mr. JK van Zyl. Meetings held by the Audit Committee The Audit Committee performs the duties laid upon it by Section 94(7) of the Companies Act 71 of 2008 by holding meetings with the key role players on a regular basis and by the unrestricted access granted to the external auditors. Afdawn Capital Limited held four Audit Committee meetings during the period. The attendance of these meetings are set out below. 7 April 2014 √ √ √# √ √ 21 November 2013 √ A √ √ √ √ 21 August 2013 AFRICAN DAWN 2 3 ANNUAL REPORT 2014 √ √ √ √ √ √ 16 May 2013 √ √ √ √ √ √ HH Hickey (Chairman) CF Wiese L Taylor V Lessing JK van Zyl GE Stoop# WJ Groenewald # JS van der Merwe # : Invitee A : Apology


AFRICAN DAWN ANNUAL REPORT 14
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