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AfroCentric INTEGRATED ANNUAL REPORT 2016
85
Governance and sustainability
BOARD COMMITTEES
The Board established and delegated specific roles and
responsibilities to Sub-committees. Each Committee’s roles,
responsibilities and membership are according to their
Board-approved terms of reference/charter. The Directors
have delegated specific responsibilities to Committees to
assist the Boards of AfroCentric Investment Corporation
Limited and the major subsidiary, AfroCentric Health
(Pty) Ltd, in meeting their oversight responsibilities. The
delegation of authority does not absolve the Board and its
Directors of their fiduciary duties and responsibilities. The
Directors confirm that the Committees have functioned
within their charters during the financial year.
As illustrated, the combined Social and Ethics Committee and
the Investment Committee operate at both the AfroCentric
Group and AfroCentric Health subsidiary levels. ACT
Healthcare Assets (part of the AfroCentric Group) has a 100%
shareholding in AfroCentric Health following the Scheme
of Arrangement process that was finalised prior to year
end. Accordingly, AfroCentric Health is no longer a public
company and has been converted to a private company.
The AHL Risk Committee and Transformation Committee do
not operate at the AfroCentric Group level. The Board relies
on the Sub-committees of AfroCentric Health and entrusts
them to function and operate as intended while updating the
Board as to any material matters.
AUDIT AND RISK COMMITTEE
The main purpose of the Audit and Risk Committee is
to assist the Board in ensuring that management has an
effective risk management process that identifies and
monitors the key risks facing the Group in an integrated and
timely manner.
As at the financial year-end the Audit and Risk Committee
comprised of three Independent Non-executive Directors,
with Executive Directors as standing invitees to the
Committee meetings. The Chairperson of the Board is not
the Chairperson of the Audit and Risk Committee. The
internal and external auditors have unrestricted access to the
Chairperson of the Audit and Risk Committee.
Subsequent to the financial year end, Ms Y Masithela
resigned as an Independent Non-executive Director and
Chairperson of the Audit and Risk Committee, effective
15 September 2016. The resignation resulted in the minimum
constitution of the Audit and Risk Committee not being
met. This is in breach of the Companies Act and JSE Listings
Requirements. In order to comply with the Companies Act,
the Board appointed Mr A Banderker as a member of
the Audit and Risk Committee. Section 94(4) of the Act has
therefore been complied with.
The full report of the Audit and Risk Committee
is outlined in the 2016 Group Annual Financial
Statements (supplementary information).
Three meetings were held in the year under review.
Apart from the statutory duties of the Audit and Risk
Committee as set out in the Companies Act, provisions of the
JSE Listings Requirements and King III principles, the duties
of the Committee incorporated in the terms of reference/
charter also include the following:
Examine and review the Group’s Annual Financial
Statements and report on interim and final results, the
accompanying message to stakeholders and any other
announcements on the Group’s results or other financial
information to be made public
Oversee co-operation between internal and external
auditors and serve as a link between the Board and these
functions
Oversee the external audit function
Review and confirm the adequacy of insurance cover
Monitor processes and procedures to deal with and review
the disclosure of information to clients
Formulate criteria for the appointment of a Risk Manager
and terms of reference/charter for the Risk Management
functions
Review the risk management reports regarding the
adequacy and overall effectiveness of the Company’s
risk management function and its implementation by
management. Review risk in its widest sense including
but not limited to: technology risk, disaster recovery
plan, operational risk, prudential risk, reputational risk,
competitive risk, legal risk, compliance and control risk,
concentration of risk across a portfolio dimensions, asset
valuation risk
Approve the internal audit plan and qualifications of the
internal auditors
Evaluate the qualifications and independence of the
external auditor
Approve external audit fees
Ensure effective internal financial controls are in place
Review the integrity of financial risk control systems and
policies
Audit and Risk
Committee
Risk Committee
Nomination
Committee
Social and Ethics
Committee
Investment
Committee
Remuneration
Committee
Transformation
Committee
AFROCENTRIC INVESTMENT
CORPORATION LIMITED
AFROCENTRIC
HEALTH (PTY) LTD
COMBINED