Committees

The Audit and Risk Committee is chaired by Gunter Steffens, the lead independent non-executive director and comprises three members, all of whom are non-executive directors. The Group Chief Financial Officer and the Chairman of the Board attend meetings of the committee by invitation.

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;
  • reporting;
  • 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.
View Audit & Risk Committee members
Download Audit & Risk Committee Terms of Reference
The Remuneration Committee is chaired by John Matsau, a non-executive director and comprises three members all of whom are non-executive directors. The Chief Executive Officer and one other executive director attend meetings of the committee by invitation.

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
Download Remuneration Committee Terms of Reference
The Nominations Committee is chaired by Günter Steffens and comprises four members. The committee includes the Group Chief Executive Officer and is responsible for making recommendations to the Board on all new appointments to the Board and reviews the appointment of directors to subsidiary company boards. A formal and transparent process is in place in terms of which the requisite skills needed on the Board are identified and those individuals who are best suited for the position and who are able to assist the board in their endeavours, are recruited. The committee meets on an as required basis.

The committee has formal terms of reference, which set out its responsibilities.

View Nominations Committee members
Download Nominations Committee Terms of Reference
The Social and Ethics Committee, established in 2012, continues to meet on a regular basis and now reports directly to the Board. The Committee historically had a primarily South African focus, but the Committee has now been constituted at a Group level and has responsibility for monitoring ethics and business integrity across the Group. The Social and Ethics Committee is chaired by Günter Steffens and comprises four members.

View Social & Ethics committee members