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AfroCentric INTEGRATED ANNUAL REPORT 2016
86
During the year under review the Committee
satisfied itself that the Finance Director possesses the
appropriate level of expertise and experience to fulfil his
responsibilities as Group Chief Financial Officer to the
Board and the Company
The Committee and the Board are satisfied that there is
adequate segregation between the external and internal
audit functions, and that the independence of the internal
and external auditors is not in any way impaired or
compromised.
Audit
and Risk
Committee
Number of meetings held
3
Attendance
Independent Non-executive Directors
Y Masithela – Chairperson
3
GL Napier
3
LL Dhlamini
1
2
Non-executive Directors
JG Appelgryn
2
1
1 LL Dhlamini was appointed as an Independent Non-executive Director and
member of the Audit and Risk Committee on 2 December 2015.
2 JG Appelgryn attended one meeting in his capacity as a member of the
Audit and Risk Committee. He was no longer classified as independent and
therefore could not serve on this Committee effective October 2015.
REMUNERATION COMMITTEE
The Committee’s mandate is to ensure that remuneration
arrangements support the strategic aims of the business
and enable the recruitment, motivation and retention of
Senior Executives while complying with regulatory and
governance principles. It has oversight regarding new Board
appointments. There are three members in the Committee,
two of whom are Independent Non-executive Directors
and one Non-executive Director. In terms of the King III
requirements, the composition of the Committee is required
to comprise a majority of Independent Non-executive
Directors. As at 30 June 2016, the Group complied with this
requirement.
Two meetings were held in the year under review.
The Committee has access to independent surveys and
consultants. The Chairperson reports to the main Board on
the activities and recommendations made by the Committee.
The duties and responsibilities as contained in the terms of
reference/charter include:
Agree and develop the Group’s general policy on
executive and senior management and employee
remuneration. This general policy will be referred to
shareholders in order for such shareholders to pass
a non-binding advisory vote on AfroCentric’s annual
remuneration policy
Determine the specific remuneration packages for
Executive Directors of the Company
Identify the criteria necessary to measure the performance
of Executive Directors in discharging their functions and
responsibilities
Review (at least annually) the terms and conditions of
Executive Directors’ service agreements, taking into
consideration information from comparable companies,
where relevant
Remuneration
Committee
Number of meetings held
2
Attendance
MJ Madungandaba – Chairperson
2
Independent Non-executive Directors
MI Sacks
2
JM Kahn
2
NOMINATION COMMITTEE
The Committee is responsible for providing recommendations
to the Board on all new Board and Committee appointments.
A formal process of reviewing the balance and effectiveness
of the Board and its Committees, identifying the skills needed
and the individuals to provide such skills in a fair and efficient
manner, is required of the Committee to ensure the Board
and its Committees remain effective and focused. This
includes a regular review of the composition of the Board
Committees and includes assisting the Chairperson with the
annual evaluation of Board performance.
The Committee is responsible for identifying appropriate
Board candidates and evaluating them against the specific
disciplines and areas of expertise required.
Two meetings were held in the year under review.
In terms of the King III requirements, the Committee is
required to comprise a majority of Independent Non-
Executive Directors. As at 30 June 2016, the Group did not
comply with this requirement as the membership of this
Committee comprises one Independent Non-executive
Director and three Non-executive Directors. A review of the
constitution of this Committee is not necessary at present as
the members fulfil their roles independently when carrying
out their Committee duties.
The Chairperson of the Committee is the Chairperson of
the Board and reports to the ACT Board on the activities
and recommendations made by the Committee. The duties
and responsibilities as contained in the terms of reference
include:
Formulate and adopt a clear, transparent process for the
selection, nomination and appointment of Directors to
the Board
CORPORATE GOVERNANCE REPORT (continued)