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95

INTEGRATED REPORT 2017

During the year under review, there were no compliance

concerns in respect of Directors’ dealings. This follows the

commitment made to the JSE to strengthen its internal controls

and processes relating to trading in AfroCentric’s securities. An

information and share dealings policy is in place. Controls are in

place and the Board was inducted on the JSE rules in respect

of share dealings. Constant updates are provided to the Board

via the Company Secretary.

INTERNAL CONTROLS

Organisational policies, procedures, structures and approval

frameworks provide direction, accountability and segregation

of responsibilities and contain self-monitoring mechanisms.

Operational and executive management closely monitor the

controls and actions taken to correct weaknesses as they are

identified. The Head of Group Finance reports directly to the

Group Chief Financial Officer, who is responsible for the overall

financial control and reporting.

Standards of disclosure increased significantly and internal

governance structures and roles were reviewed and improved,

where necessary, to reflect best practices. This occurred at

Board and management levels.

INTERNAL AUDIT

AfroCentric Internal Audit is an independent function governed

by an internal audit charter which is approved by the Audit and

Risk Committee and is reviewed annually. The Internal Audit

Charter defines the role, organisational status authority,

responsibilities and scope of the Internal Audit Activity (“IAA”). It

also includes the principles underlying the realisation of the

objectives of the IAA and the translation thereof into operational

activities. The General Manager: Internal Audit reports at each

Audit and Risk Committee meeting and has a direct reporting

line to the Chairperson of the Audit and Risk Committee. The

Internal Audit function operates independently of executive

management and is not authorised to perform any operational

duties in the Group. For administrative purposes, the General

Manager: Internal Audit reports to the Group Chief Executive

Officer. The internal audit team collectively possesses the

knowledge, skills, experience, tenure and other competencies

needed to fulfil its mandate in an effective and competent

manner. Where specific specialist skills or additional resources

are required, these are obtained from third parties.

The vision of Internal Audit is to add value on a proactive,

objective and independent basis and assist with the

achievement of the Group’s business strategy and objectives

while upholding the core values of mutual respect, accountability,

empowerment, integrity, innovation, accessibility, commitment,

efficiency, proactiveness and professionalism. According to its

core values, AfroCentric’s Internal Audit endeavours to comply

with the highest professional standards of integrity, sound

practice and transparency to build trust and maintain the

interests of client schemes and shareholders at the forefront of

our corporate agenda.

Internal Audit assists AfroCentric to accomplish its strategic

objectives by bringing a systematic, disciplined approach

to evaluating and improving the effectiveness of risk

management, control, and governance processes. This is

achieved by managing the significant risk exposures and

control issues, corporate governance issues and other matters.

These detailed reports of specific results and their action plans

are available on request from the Audit and Risk Committee.

Detailed reports on all audit projects are distributed to executive

management. Management action plans to audit findings are

communicated in detailed form.

The Institute of Internal Auditors (“IIA”) standards require that an

external quality assessment be conducted on the IAA of

an entity at least every five years. AfroCentric Internal Audit has

been subjected to two independent external quality assessment

reviews in 2011 and recently in August 2016. The overall rating

as assessed by the IIA was “Generally Conforms” in both years

and thus the function is entitled to use the “in accordance with

the Standards” statement in their internal audit reports. IAA

aims to meet and exceed the IIA Standards and Code of Ethics.

INFORMATION AND SECURITY GOVERNANCE

IT governance is defined in King III as the “effective and efficient

management of IT resources to facilitate the achievement of

corporate objectives”. It exists to inform and align decision-

making for IT strategy, planning, policy and operations to meet

business objectives and to ensure that risks are managed

appropriately.

The AfroCentric Group applies the principles of King III and is

working towards full compliance with King IV in its governance

frameworks, as far as it is appropriate, and also incorporates

the requirements of Cobit, ISO 27001, ITIL, ISO 38500:2015

and ISAE 3402 in the governance of IT. The Group adopted

a formal IT Governance Framework, which aims to provide

standardisation of IT practices across the organisation and

formalise the good governance requirements stipulated in

Chapter 5 of King III. Security and prevention of data loss

or leakage, remains a core focus.