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INTEGRATED REPORT 2017
AUDIT AND RISK COMMITTEE
The Audit and Risk Committee is appointed by the Board, and
is responsible for directing and overseeing enterprise risk
management as well as the statutory obligation.
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 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.
Ms Nomfundo Qangule resigned on 14 March 2017, and the
Board appointed Ms Grathel Motau to replace her within
the period allowed by the Companies Act and JSE Listings
Requirements.
The full report of the Audit and Risk Committee is outlined in the
2017 Group Annual Financial Statements.
Five 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 IV principles, the duties of the Committee incorporated
in the charter also include the following:
• Examine and review the Group 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 cooperation 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 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 the 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 as well
as asset valuation risk.
• Approve the internal audit plan and qualifications of the
internal auditors.
• Evaluate the qualifications and independence of the
external auditors.
• Approve external audit fees.
• Ensure effective internal financial controls are in place.
• Review the integrity of financial risk control systems
and policies.
• 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.
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 five members in the Committee, three of whom are
Independent and two Non-executive Directors.
Four 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 charter include
the following:
• 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.
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.
Three meetings were held in the year under review.
The Chairperson of the Committee is the Chairperson of the
Board and reports to the AfroCentric Board on the activities