The main responsibility of the committee is to assist the Board in discharging its responsibilities under the Companies Act, for ensuring compliance with regulations imposed by regulators and supervisory authorities and for assessing, managing and monitoring risk.
The committee has formal terms of reference which have been approved by the Board and set out its responsibilities.
The Audit and Risk Committee is responsible for recommending the appointment of the external auditors and overseeing the external audit process. It also monitors the effectiveness of:
- financial controls;
- compliance with International Financial Reporting Standards (IFRS);
- the system of internal control; and
- statutory and regulatory compliance at both group and subsidiary company level.
The committee also assesses the independence of the external auditors and at the conclusion of each statutory audit, conducts and assessment of the external auditor’s performance in relation to the group audit and reviews key matters highlighted by the auditors.
Audit and Risk Committee meetings are held at least three times a year and are attended by the independent external
auditors, who have unrestricted access to the Chairman of the committee. Meetings are also attended by internal auditors, compliance officers and senior management, on an as required basis. The committee meets with the external auditors at least once a year, without executive management present.
The Audit and Risk Committee has:
- satisfied its responsibilities for the year, in compliance with its terms of reference;
- satisfied itself regarding the effectiveness of internal financial controls;
- satisfied itself regarding the effectiveness of risk management systems;
- satisfied itself regarding the independence of the external auditors; and
- has recommended the approval of the consolidated and company annual financial statements, incorporating accounting policies, to the Board.
The Remuneration Committee is responsible for setting remuneration policies for the group. It aims to ensure that the financial rewards offered to employees are sufficient to attract people of the calibre required to effectively implement strategy, and manage the group’s affairs in order to produce the required returns for shareholders. It also seeks to ensure that directors and executives are fairly rewarded for their respective contributions to the group. The committee performs annual reviews of the Employee Share Option Scheme, the allocation of share options, the profit sharing scheme and the apportionment of profit share to executives and employees.
The committee has formal terms of reference which set out its responsibilities.View Remuneration Committee members
The committee has formal terms of reference, which set out its responsibilities.View Nominations Committee members