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 2021.

The ARCC 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;
  • review and consider, for recommendation to the Board, the consolidated budget for the ensuing financial year;
  • overseeing integrated reporting;
  • overseeing the Internal Risk and Compliance Committee function;
  • overseeing the function of the Compliance Officer;
  • 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;
  • ensure that the disclosure regarding risk is comprehensive, timely and relevant;
  • ensure that a combined/integrated assurance model is applied to provide a co-ordinated approach to all assurance activities and appropriately addresses all the significant risks facing Blue Label;
  • reviewing and satisfying itself of the expertise, resources and experience of the Blue Label finance function;
  • overseeing the Group internal audit function;
  • 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;
  • 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;
  • resolve any disagreements between management and the auditor regarding financial reporting;
  • retain independent counsel, accountants, or others to advise the Committee or assist in the conduct of an investigation;
  • seek any information it requires from employees – all of whom are directed to co-operate with the Committee’s requests – or external parties; and
  • 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 Companies Act), Mr JS Mthimunye, Mr GD Harlow, Ms NP Mnxasana and Mr SJ Vilakazi were appointed to the Committee by shareholders at the AGM held on 26 November 2020 in the following positions:

  • JS Mthimunye (Independent Non-executive Chairman);
  • GD Harlow (Independent Non-executive Director);
  • MP Mnxasana (Independent Non-executive Director); and
  • SJ Vilakazi (Independent Non-executive Director).

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 PwC and a director from 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 Pietro Calicchio, 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 Companies Act, acting in its capacity as the appointed Audit Committee of the subsidiary companies of Blue Label;
  • considered the Committee’s report describing how duties have been discharged; and
  • submitted matters to the Board concerning the Company’s accounting policies, financial controls, records and reporting, as appropriate.

Other duties to discharge

Financial statements and reporting

The Committee:

  • monitored compliance with accounting standards and legal requirements and ensured that all regulatory compliance matters had been considered in the preparation of the financial statements;
  • reviewed the external auditor’s report to the Committee and management’s responses thereto and made appropriate recommendations to the Board of Directors regarding actions to be taken;
  • reviewed and commented on the annual financial statements, interim reports, paid advertisements, announcements and the accounting policies and recommended these to the Board for approval;
  • reviewed and recommended to the Board for adoption the consolidated budget for the ensuing financial year; and
  • considered the going concern status of the Company and Group on the basis of review of the annual financial statements and the information available to the Committee and recommended such going concern status for adoption by the Board. The Board statement on the going concern status of the Group and Company is contained in the Directors’ report.

External audit and non-audit services

The ARCC has satisfied itself as to the independence of the external auditor, PwC, as set out in section 94(7) of the Companies Act, which includes consideration of compliance with criteria relating to independence or conflicts of interest as prescribed by the Independent Regulatory Board for Auditors, including tenure of the audit firm and rotation of the designated individual partner. Requisite assurance was sought from and provided by PwC that internal governance processes within the firm support and demonstrate its claim to independence. PwC has been the auditor of the Company for 17 years.

To assess the effectiveness of the external auditors, the Committee considered the quality, delivery and execution of the agreed audit plan and variations from the plan, and the robustness and perceptiveness of PwC in its handling of key accounting treatments and disclosures. The ARCC has been informed of the most recent results of PwC’s regulatory and firm inspection results and is satisfied with the results thereof.

The Committee, in consultation with Executive Management, agreed to the engagement letter, terms, audit plan and budgeted audit fees for the 2021 financial year.

Any non-audit services to be provided by the external auditors are governed by a formal written policy which incorporates a monetary delegation of authority in terms of non-audit services to be provided. The non-audit services rendered by the external auditors during the year ended 31 May 2021 comprised tax advisory services, tax compliance services and general advisory services. The fees applicable to the aforementioned services totalled R2.4 million (2020: R6.6 million).

The ARCC has nominated, for approval at the AGM, the reappointment of PwC as registered auditors for the 2022 financial year. The Committee also satisfied itself in terms of paragraph 3.84(g)(iii) of the JSE Listings Requirements that PwC and the designated individual partner are suitable for appointment having requested and considered the information detailed in paragraph 22.15(h) of the JSE Listings Requirements.

Internal audit and internal controls

Blue Label’s internal audit function is outsourced to KPMG and the role of the Chief Audit Executive is fulfilled by the Engagement Director. The ARCC concludes that the Chief Audit Executive and internal audit arrangements are effective and independent.

The Committee:

  • reviewed the co-operation and co-ordination between the internal and external audit functions in order to avoid duplication of work and to work towards an effective and efficient combined/integrated assurance approach;
  • examined and reviewed the progress made by internal audit against the approved 2020/21 audit plan;
  • considered the combined/integrated assurance arrangements for the 2020/21 financial year;
  • approved the risk-based internal audit plan for the 2020/21 financial year;
  • considered the effectiveness of internal audit;
  • considered internal audit findings and corrective actions taken in response to such findings; and
  • reviewed the annual statement from internal audit on the effectiveness of the organisation’s governance, risk management and internal control processes.

The ARCC concludes that the design and implementation of internal controls, including financial controls and risk management, are effective and has satisfied itself that appropriate financial reporting procedures exist and are working, as contemplated in paragraph 3.84(g)(ii) of the JSE Listings Requirements, which includes consideration of all the entities in the consolidated annual financial statements.

The ARCC concludes that the combined assurance arrangement is effective and will continue to evolve as the Group grows.

Risk management and compliance

In relation to the governance of risk, the Committee:

  • reviewed the integrity of the risk control systems and ensured that the risk policies and strategies of the Company are effectively managed;
  • made recommendations to the Board concerning the levels of tolerance and risk appetite, and monitored the management of risk exposures against these levels;
  • reviewed and recommended to the Board approval of the Integrated Risk Assurance Policy and Framework;
  • monitored bi-annual risk assessments and reviewed the consolidated strategic risk profile to evaluate and ensure all material risks have been identified as they pertain to the triple context of Blue Label, and are being managed appropriately;
  • provided feedback to the Board on significant risks, including emerging risks, and significant changes to the risk profile;
  • ensured that management considered and implemented appropriate risk responses to significant risks;
  • considered the relevance and effectiveness of information and technology governance systems, processes and mechanisms to manage technology-related risks;
  • reviewed and recommended to the Board risk information for disclosure, in accordance with King IV principles;
  • reviewed legal matters that could have a material impact on the Group in conjunction with Blue Label’s legal adviser; and
  • reviewed developments in corporate governance and best practice and considered their impact and implications across the Group with particular reference to the principles of King IV.

The ARCC is satisfied that it has dedicated sufficient time to its responsibility towards the governance of risk.

The Committee is satisfied that it has exercised sufficient, ongoing oversight of compliance through:

  • the continued appointment of a dedicated Compliance Officer for the Group;
  • the approval of the compliance strategy;
  • the approval of the regulatory compliance policy and the compliance process;
  • annual review of the Company’s regulatory universe in order to prioritise regulatory compliance efforts;
  • ongoing development and review of compliance risk management plans;
  • continuous monitoring of the regulatory environment to ensure that the Group keeps abreast of matters affecting its regulatory environment;
  • identification and monitoring of key compliance risks across the Group; and
  • making use of a compliance maturity model to assess progress in the management of compliance.

Expertise and experience of the Financial Director and finance function

The Committee considered the appropriateness of the expertise and experience of the Financial Director and finance function in accordance with the JSE Listings Requirements and governance best practice and has satisfied itself in terms of JSE Listings Requirement 3.84(g)(i) that the Group Financial Director has appropriate expertise and experience.

The ARCC concluded that the finance function is adequately resourced with technically competent individuals and is effective. The Committee confirms that it is satisfied that Dean Suntup possesses the appropriate expertise and experience to discharge his responsibilities as Financial Director. The Committee is also satisfied that appropriate financial reporting procedures have been established and that those procedures are operating effectively.

Annual financial statements

The Committee has reviewed the accounting policies and financial statements of the Company and the Group and is satisfied that they are appropriate and comply with International Financial Reporting Standards, the JSE Listings Requirements and the requirements of the Companies Act of South Africa.

The Committee has evaluated the Group annual financial statements of Blue Label Telecoms Limited for the year ended 31 May 2021 and based on the information provided to the Committee, the Committee recommends the adoption of the annual financial statements by the Board.

The significant audit matters considered by the Committee were the impairment assessment of goodwill arising from business combinations and the recognition of the intangible asset related to the Cell C subscription income sharing arrangement.

These matters were addressed as follows:

The impairment assessment of goodwill arising from business combinations

For the year ended 31 May 2021, management performed an impairment assessment over the goodwill balance as follows:

  • assessing the recoverable amount as being value-in-use, as entities are held-for-trading and not for sale;
  • calculating the value-in-use for each cash-generating unit (CGU) using a discounted cash flow model; and
  • performing a sensitivity analysis over the value-in-use calculations, by varying the assumptions used (growth rates, terminal growth rate and WACC, i.e. discount rate) to assess the impact on the valuations.

Based on the work performed, management concluded there was no need for any further impairment.

Recognition of the intangible asset related to the Cell C subscription income sharing arrangement

For the year ended 31 May 2021, management performed the following assessment over the recognition of the intangible asset:

  • considered its rights and obligations under the agreement and applied significant judgement in determining that the Group’s right to future cash flows from the arrangement; and
  • applied significant judgement in determining the monthly capitalisation rate, which determined the extent of operating costs that meet the recognition criteria to be capitalised as an intangible asset.

Based on the work performed, management concluded these cash flows should be recognised as an intangible asset rather than a financial asset and amortised over nine years.

Integrated annual report

The Committee considered the integrated annual report, incorporating the annual financial statements for the year ended 31 May 2021. The Committee considered the sustainability information as disclosed in the integrated annual report and assessed its consistency with operational and other information known to its members. The Committee recommended the approval of the integrated annual report to the Board.

The ARCC is satisfied that it has complied with its legal, regulatory and other responsibilities as per its terms of reference and that it has executed its responsibilities in terms of paragraph 3.84(g)(iii) of the JSE Listings Requirements in its assessment of the suitability of the auditor. The contents of the ARCC report were discussed at the Committee meeting and were approved by the Committee members on 27 September 2021.

The ARCC is satisfied that it has complied with its legal, regulatory and other responsibilities as per its terms of reference.

On behalf of the Audit, Risk and Compliance Committee

JS Mthimunye
Chairman
27 September 2021