Blue Label Telecoms Integrated Annual Report 2019

Blue Label integrated annual report 2019 89 ABOUT US 1 – 21 LEADERSHIP 22 – 29 PERFORMANCE 30 – 73 GOVERNANCE 74 – 120 SHAREHOLDERS’ INFORMATION AND ADMINISTRATION 121 – IBC Audit, Risk and Compliance Committee’s report The Audit, Risk and Compliance Committee (ARCC) is pleased to present its report for the financial year ended 31 May 2019. 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: u u examining and reviewing the Group’s financial statements and reporting of interim and final results; u u review and consider, for recommendation to the Board, the consolidated budget for the ensuing financial year; u u overseeing integrated reporting; u u overseeing the Internal Risk and Compliance Committee function; u u overseeing the function of the Compliance Officer; u u ensure that Blue Label implements an effective policy and plan for risk management that has been disseminated throughout the organisation and integrated within day-to-day activities in order to enhance the Company’s ability to achieve its strategic objectives; u u ensure that the disclosure regarding risk is comprehensive, timely and relevant; u u ensure that a combined/integrated assurance model is applied to provide a coordinated approach to all assurance activities and appropriately addresses all the significant risks facing Blue Label; u u reviewing and satisfying itself of the expertise, resources and experience of the Blue Label finance function; u u overseeing the Group internal audit function; u u establish, implement and maintain a compliance function with adequate policies and procedures to ensure compliance with rules, regulations, statutes and procedures applicable to Blue Label; u u report annually to the Board and shareholders describing the Committee’s composition, responsibilities and how they were discharged, and any other information required by rule, including the approval of non-audit services; u u resolve any disagreements between management and the auditor regarding financial reporting; u u retain independent counsel, accountants, or others to advise the Committee or assist in the conduct of an investigation; u u seek any information it requires from employees – all of whom are directed to cooperate with the Committee’s requests – or external parties; and u u meet with the organisation’s officers, external auditors, or outside counsel as necessary. 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 29 November 2018. u u JS Mthimunye (Independent Non-Executive Chairman) u u GD Harlow (Independent Non-Executive Director) u u J Vilakazi (Independent Non-Executive Director) P Mahanyele who was a member of the ARCC previously resigned on 23 November 2018. 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.