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BLUE LABEL INTEGRATED ANNUAL REPORT 2016
58
Audit, Risk and Compliance Committee report
The Audit, Risk and Compliance
Committee (ARCC) is pleased to
present its report for the financial year
ended 31 May 2016.
The Committee is an independent
statutory committee appointed by the
shareholders of the Company. In
addition to its statutory duties, the
Board has delegated further duties to
the Committee. This report covers
both these sets of duties and
responsibilities.
Mandate and terms of
reference
The Committee has adopted
comprehensive and formal terms of
reference which have been approved
by the Board and which are reviewed
on an annual basis. The
responsibilities of the ARCC include:
•
examining and reviewing the
Group’s financial statements and
reporting of interim and final
results;
•
reviewing and considering, for
recommendation to the Board, the
consolidated budget for the
ensuing financial year;
•
overseeing integrated reporting;
•
overseeing the Internal Risk and
Compliance Committee function;
•
monitoring the risk management
framework and assessing the risks
that impact on the Group’s ability to
achieve its strategic objectives;
•
reviewing and satisfying itself of the
expertise, resources and experience
of the Blue Label finance function;
•
overseeing the internal audit
function and internal financial
control process;
•
recommending the appointment of
the external auditor and overseeing
the external audit process, including
their audit fee, independence and
nature and extent of any non-audit
services; and
•
monitoring compliance activities.
Membership and meetings
held
In accordance with the requirements
of the Companies Act, No 71 of 2008
(the Act) Messrs JS Mthimunye,
GD Harlow and SJ Vilakazi were
appointed to the Committee by
shareholders at the Annual General
Meeting held on 27 November 2015.
Membership of the Committee
remained unchanged during the year
under review:
•
JS Mthimunye (Independent
Non-Executive Chairman)
•
GD Harlow (Independent Non-
Executive Director)
•
SJ Vilakazi (Independent Non-
Executive Director)
On 1 September 2016, we welcomed
Ms P Mahanyele (Independent
Non-Executive Director) to the
Committee.
The members of the Committee
collectively have experience in audit,
accounting, commerce, economics,
law, corporate governance and
general industry. All of the members
of the ARCC are Independent
Non-Executive Directors.
The Committee meets quarterly and
the quorum for each meeting is three
members present throughout the
meeting. Mandatory attendees at the
meetings are the Joint Chief Executive
Officers and the Financial Director of
Blue Label. The external audit partner
from PricewaterhouseCoopers Inc.
(PwC) and a director from KPMG
Services Proprietary Limited (KPMG),
to whom Blue Label outsources its
internal audit function, are also
attendees. Both internal and external
auditors are afforded the opportunity
to address the meeting and have
unlimited access to the Committee.
During the year, the Committee met
with the external and internal auditors
respectively without the presence of
management. The internal audit
function reports directly to the ARCC
and is also responsible to the Financial
Director on day-to-day administrative
matters.
Statutory duties discharged
In execution of its statutory duties
during the year under review, the
Committee:
•
nominated and recommended to
shareholders the reappointment of
PwC as independent external
auditors, with Deon Storm the audit
partner, as the registered
independent auditor;
•
approved the fees to be paid to
PwC and other external auditors,
where applicable, and approved the
terms of engagement;
•
maintained a non-audit services
policy which determines the nature
and extent of any non-audit services
that PwC may provide to the
Group;
•
discharged those statutory duties as
prescribed by section 94 of the Act,
acting in its capacity as the
appointed audit committee of the
subsidiary companies of Blue Label;