| CORPORATE GOVERNANCE (CONTINUED) |
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| Risk management and internal control |
Responsibility for the group's risk management, including its systems
of internal financial and operational control is recognised and
acknowledged by the board as being its responsibility, but specifically
monitored by the group audit and risk committee. The foundations for
the group's internal control process can be found in its governance
principles which incorporate ethical behaviour coupled with
compliance with legislation and sound accounting practice.
The control systems include clearly defined lines of accountability and
delegation of authority, and provide for full reporting and analysis
against approved budgets. The executive directors are responsible for
determining the adequacy, extent and operation of these systems. In
this regard, the executive directors are of the opinion that the systems
in operation provide reasonable assurance that the assets are
protected against material loss or unauthorised use and that
transactions are properly authorised and documented.
The group's internal audit process reviews and tests the control of key
business risks in the group as well as the assurance of the effectiveness
of the internal control systems in operation. The results of these and
external audit reviews are submitted to the group audit and risk
committee for consideration and evaluation of the adequacy of the
primary business risks as well as the systems of internal control in
operation. It is the responsibility of this committee to inform the
directors of any material losses which may have arisen as a result of a
breakdown of the systems in operation, and to report on remedial
action taken or required. |
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| Internal audit |
| All business and support units within the group are subjected to an
independent internal audit on an annual basis. The group follows a risk
based approach and the audit and risk committee reviews and approves audit programmes and plans. The head of internal audit has
unrestricted access to the chairman of the audit and risk committee. |
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| External audit |
The group's external auditors are Deloitte S.A. and the independence
of the external auditors is recognised, and reviewed with the auditors
by the audit and risk committee on an annual basis.
The audit and risk committee meet with the external auditors to review
the scope of the external audit, budgets and any other matters arising.
In accordance with the requirements relating to pre-approval of
services to Securities Exchange Commission (SEC) registrants or their
subsidiaries, the group's audit and risk committee evaluates the
services supplied by the external auditors to ensure that the services
are not prohibited as defined by the SEC prior to approval by the
committee of these services.
The external auditors attend the audit and risk committee meetings
and have unrestricted access to the chairman of the audit and
risk committee. |
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| Compliance |
The directors recognise their responsibility to conduct business in
accordance with the applicable laws and regulations in the various
countries in which the group operates. The responsibility for daily
compliance with laws and regulations within the business areas rests
with the various heads of departments.
The chief role of group compliance is to assist management in
complying with all the applicable statutory, regulatory and supervisory
requirements, and the compliance function forms part of the overall
risk framework. Where applicable, business units have a dedicated compliance officer, with a direct link to the group compliance officer
whose responsibility it is to assist with the implementation and
monitoring of compliance in the particular unit. The business
units follow a self-assessment approach to controls via
compliance checklists. |
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| Board committees |
Certain responsibilities of the board have been delegated to board
committees to assist and enable the board to properly discharge its
duties and responsibilities. These committees comprise the group audit
and risk committee and the remuneration committee, both of which
operate under written terms of reference confirmed by the board. Adhoc
committees are also mandated to attend to specific business
matters from time to time. The existence of these committees does not,
however, reduce the overall responsibility of the board and, therefore,
all committees must report and make recommendations to the board.
All board committees are chaired by an independent non-executive
director and are free to obtain independent external professional
advice in the carrying out their duties as and when required. |
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