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Report of the audit committee

for the year ended 31 March 2014

The audit committee has pleasure in submitting this integrated annual report, as required by section 94 of the South African Companies Act No 71 of 2008, as amended (“the Act”).

Functions of the audit committee

The audit committee has adopted formal terms of reference, delegated to it by the board of directors, as its audit committee charter.

The audit committee has discharged the functions in terms of its charter and ascribed to it in terms of the Act as follows:

  • Reviewed the interim and year-end financial statements, culminating in a recommendation to the board to adopt them. In the course of its review the committee:
    took appropriate steps to ensure the annual financial statements were prepared in accordance with International Financial Reporting Standards (IFRS) and in the manner required by the Companies Act of South Africa
    considered and, when appropriate, made recommendations on internal financial controls
    dealt with concerns or complaints relating to accounting policies, internal audit, the auditing or content of annual financial statements, and internal financial controls, and
    reviewed legal matters that could have a significant impact on the organisation’s annual financial statements.

  • Reviewed the external audit reports on the annual financial statements.
  • Approved the internal audit charter and internal audit plan.
  • Reviewed the internal audit and risk management reports and, where relevant, made recommendations to the board.
  • Evaluated the effectiveness of risk management, control and governance processes.
  • Verified the independence of the external auditor, nominated PricewaterhouseCoopers Inc. as the auditor for 2014 and noted the appointment of Mr H Zeelie as the designated auditor.
  • Approved the audit fees and engagement terms of the external auditor.
  • Determined the nature and extent of allowable non-audit services and approved contract terms for the provision of non-audit services by the external auditor.

Members of the audit committee and attendance at meetings

The audit committee consisted of the non-executive directors, Messrs S S de Swardt, J J M van Zyl and T Vosloo until 21 November 2013. Prof R C C Jafta was a member of the committee until 17 April 2013 and attended the committee meeting on 5 April 2013. On 17 April 2013 she was succeeded by Mr S S de Swardt as chair and member of the committee when she was appointed as chair of the Media24 boards. Mr L N Jonker and Mrs J C Held were appointed as committee members on 21 November 2013 and 1 January 2014 respectively, in the place of Messrs J J M van Zyl and T Vosloo who resigned as directors on 21 November 2013.The committee meets at least three times per year in accordance with its charter. During the year under review, five meetings were held. Details of attendance appear here. All members act independently as described in section 94 of the Act.

Name of committee member   Qualifications
S S de Swardt   BAHons, BEcon and Nieman Fellowship (Harvard)
J J M van Zyl   BScEng(Mech) (UCT) and PrEng
T Vosloo   Managing director of Naspers Limited from 1984. Nieman Fellow (Harvard), three honorary doctorates for communication, business leadership and promotion of Afrikaans
L N Jonker   BScAgric
J C Held   BCom(Law)

Internal audit

The audit committee oversees the group’s financial statements and the reporting process, including the system of internal control. It is responsible for ensuring the group’s internal audit function is independent and has the necessary resources, standing and authority in the organisation to enable it to discharge its duties. Furthermore, the audit committee oversees cooperation between the internal and external auditors, and serves as a link between the board of directors and these functions.

Attendance

The internal and external auditors, in their capacity as auditors to the group, attended and reported at all meetings of the audit committee. The group’s risk management function was also represented. Certain directors and relevant senior managers attended meetings by invitation.

Confidential meetings

Audit committee agendas provide for confidential meetings between committee members and the internal and external auditors.

Independence of external auditor

During the year under review the audit committee reviewed a representation by the external auditor and, after conducting its own review, confirmed the independence of the auditor.

Expertise and experience of the director responsible for the finance function

The audit committee has satisfied itself that the director responsible for the finance function has appropriate expertise and experience. In addition, the committee satisfied itself that the composition, experience and skills set of the finance function met the group’s requirements.

Discharge of responsibilities

The committee determined that during the financial year under review it had discharged its legal and other responsibilities as outlined in terms of its charter, details of which can be found here.The board concurred with this assessment.

S S de Swardt
Chair: Audit committee

12 June 2014