| CORPORATE GOVERNANCE (CONTINUED) |
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| Group audit and risk committee |
| The group audit and risk committee has a minimum of three members
all of whom are independent non-executive directors, including the
chairperson. Various non-members, including the executive chairman,
the group chief executive officer, group financial director,
representatives of the finance function, internal auditor and external
auditor attend meetings by invitation. |
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| Membership and meeting attendance |
| Serving members of the group audit and risk committee, the date of
their appointment, and their attendance at the meetings are
as follows: |
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Date of appointment |
Date of resignation |
Independent |
Number of
meetings
attended
during the year |
Attendance
record |
|
| Members |
|
|
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4 meetings
held |
|
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| PL Wilmot* (Chairman) |
4 August 1999 |
|
Yes |
4 |
100% |
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| ME King* |
9 September 1998 |
|
Yes |
4 |
100% |
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| RJ Koch† |
9 September 1998 |
31 May 2006 |
Yes |
4 |
100% |
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| AM Rosenzweig‡ |
31 May 2006 |
|
Yes |
0 |
n/a |
|
* South African, † British, ‡ Dutch |
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| Objective, duties and primary functions/responsibilities |
| The group audit and risk committee's primary objective is to provide
the board with additional assurance regarding the quality and
reliability of the financial information used by the directors and to
assist them in the discharge of their duties. |
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| Specific responsibilities in terms of the charter of the group audit and
risk committee include: |
| • |
providing satisfaction to the board that adequate and appropriate financial and operating controls are in place; |
| • |
ensuring compliance with appropriate standards of governance,
reporting and other regulations; |
| • |
reviewing and approving internal audit, risk and compliance
policies, reports and findings; |
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ensuring that significant business, financial and other risks have
been identified and are being managed; and |
| • |
reviewing and recommending to the board the adoption of the
interim and annual financial statements. |
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The group audit and risk committee has satisfied their terms of
reference for the year under review.
Issues relating to accounting, auditing, internal control and financial
reporting matters are discussed with the group's external auditors at
meetings convened on a periodic basis. Both the internal and external
auditors are afforded unrestricted access to the group audit and
risk committee.
The group's internal auditors report to an independent internal audit
committee as well as the group audit and risk committee. The main
responsibilities of the internal audit function include the examination
and evaluation of the effectiveness of operational activities, together
with the attendant business risks and systems of operational and
financial control. Material deficiencies, development needs and instances
of non-compliance are reported to the audit and risk committee, the
external auditors and operational management for resolution.
At certain meetings, time is reserved for separate discussions with the
committee together with management (excluding the external
auditors) and the committee together with the external auditors
(excluding management). These separate discussions provide an
opportunity for committee members, management and external
auditors to communicate privately and independently.
The internal and external auditors have unrestricted access to the
group audit and risk committee, ensuring that their independence is
maintained at all times. |
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