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Report of the audit committee

for the year ended 31 March 2015

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 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 2015 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 had the following non‑executive directors as members the past year: Messrs S S de Swardt and L N Jonker and Mrs J C Held. Mr Lourens Jonker was due to retire on 31 March 2015, but agreed to stay on as a director and audit committee member until 30 June 2015. Mr T D Petersen was appointed as a director and audit committee member with effect from 1 July 2015. The committee meets at least three times per year in accordance with its charter. During the year under review, four meetings were held. Details of attendance are provided here. All members act independently as described in section 94 of the Act.

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 that 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.

Name of committee member   Qualifications
S S de Swardt   BAHons, BEcon and Nieman Fellowship (Harvard)
L N Jonker   BScAgric
J C Held   BComLaw
T D Petersen   BComHons (financial management), CA(SA)

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. The board concurred with this assessment.

S S de Swardt
Chair: Audit committee

19 June 2015