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 2023.

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;
• 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;
• overseeing the function of the Group Compliance Officer;
• ensuring 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;
• ensuring that the disclosure regarding risk is comprehensive, timely and relevant;
• ensuring that a combined/integrated assurance model is applied to provide a co-ordinated approach to all assurance activities and appropriately address 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;
• establishing, implementing, and maintaining a compliance function with adequate policies and procedures to ensure compliance with rules, regulations, statutes and procedures applicable to Blue Label;
• reporting annually to the Board and shareholders describing the Committee's composition, responsibilities, and how they were discharged, as well as any other information required by rule, including the approval of non-audit services;
• resolving any disagreements between management and the auditor regarding financial reporting;
• retaining independent counsel, accountants, or others to advise the Committee or assist in the conduct of an investigation;
• seeking any information it requires from employees – all of whom are directed to co-operate with the Committee's requests – or external parties; and
• meeting with the organisation's officers, external auditors, internal 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, Ms NP Mnxasana and Mr SJ Vilakazi were appointed to the Committee by shareholders at the AGM held on 24 November 2022 in the following positions:

• JS Mthimunye (Independent Non-Executive Chairman);
• NP Mnxasana (Independent Non-Executive Director); and
• SJ Vilakazi (Independent Non-Executive Director).

On 1 November 2022, Ms LE Mthimunye was appointed to the Committee by the Blue Label Board of Directors.

The members of the Committee collectively have experience in audit, accounting, commerce, economics, law, corporate governance and general industry. All 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 or SNGGT (as applicable) and a director from Deloitte, 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 PricewaterhouseCoopers Inc. (PwC) as independent external auditors, with Pietro Calicchio, the audit partner, as the registered independent auditor;
• on 6 February 2023, following the conclusion of a comprehensive tender process, the Audit, Risk and Compliance Committee recommended the appointment of SNGGT as the external auditors of Blue Label, with Mr A Philippou as the designated individual audit partner;
• approved the fees to be paid to PwC, SNGGT and other external auditors, where applicable, and approved the terms of engagement;
• approved the fees to be paid to PwC, SNGGT 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 or SNGGT (as applicable) 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, and key risks identified in the enterprise-wide risk management (ERM) process, 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 feedback from the JSE proactive monitoring panel and included additional disclosure where relevant;
• reviewed and confirmed compliance with the JSE regulations relating to the financial sign-off by the CEO and CFO on the internal financial framework;
• 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, SNGGT, 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 SNGGT that internal governance processes within the firm support and demonstrate its claim to independence. SNGGT has been the auditor of the Company for one year.

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, as well as the robustness and perceptiveness of SNGGT in its handling of key accounting treatments and disclosures. The ARCC has been informed of the most recent results of SNGGT’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 2023 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 2023 comprised tax advisory services, tax compliance services and general advisory services.

The fees applicable to the services totalled R7.5 million (2022: R3.1 million).

The ARCC has nominated, for approval at the AGM, the reappointment of SNGGT as registered auditors for the 2024 financial year. The Committee also satisfied itself in terms of paragraph 3.84(g)(iii) of the JSE Listings Requirements that SNGGT 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 was outsourced to Deloitte for the year and going forward 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 2022/23 audit plan;
• considered the combined/integrated assurance arrangements for the 2022/23 financial year;
• approved the risk-based internal audit plan for the 2022/23 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 concluded that appropriate financial reporting procedures have been established and were operating, 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.

In carrying out its responsibility of ensuring appropriate financial reporting procedures are in place, the ARCC has had oversight of the procedures performed by management to ensure that internal financial controls are adequate in design and operating effectiveness, and has considered all deficiencies reported by management to the ARCC and external auditors together with steps taken to remedy such deficiencies.

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 risk tolerance and appetite, and monitored the management of risk exposures against these levels;
• reviewed and recommended to the Board the 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 had 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 Company’s 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 Mr 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 2023 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 going concern and valuation of Cell C, post-paid contract device arrangement and the recapitalisation of Cell C.

These matters were addressed as follows:

The impairment reversal and going concern of Cell C

For the interim period 30 November 2022, management reviewed the carrying value of the Group’s investment in Cell C in accordance with the requirements of IAS 36, due to an indication of reversal of the previous impairment as a result of the recapitalisation transaction. The investment was fully impaired in prior years. The review was performed as follows:

• assessing the recoverable amount as being value-in-use, as Cell C is held-for-trading and not for sale;
• calculating the value-in-use of Cell C using a discounted cash flow model;
• carefully considering the inputs used in deriving the appropriate discount rate and projected cash flows used in the calculation; and
• performing a sensitivity analysis over the value-in-use calculation, by varying the assumptions used (growth rates, terminal growth rate and WACC, i.e. discount rate) to assess the impact of any changes on the valuation performed.

Based on the work performed, management concluded that a portion of the impairment loss in Cell C, recognised in prior years, was no longer observable and could be reversed. The sensitivities were stress tested at year-end and no further adjustments were required.

Management further assessed the changes made to the Cell C business strategy, change to their network structure and the implementation of a fixed cost infrastructure, together with the effects of the capital and debt restructure of the business as a result of the recapitalisation of Cell C. The effects of this are expected to improve both the liquidity and performance of Cell C. As a result, management assessed Cell C to be a going concern.

Post-paid contract device arrangement

For the year ended 31 May 2023, as a result of an amendment made in the contractual arrangement between CEC and Cell C, management performed the following assessment over the recognition of the revenue and stock under this arrangement:

• considered its revenue recognition criteria under IFRS 15 and whether the revenues earned under this arrangement were as agent or principal;
• assessed whether the Group in fact assumed the risk of ownership of stock and is primarily responsible in delivering the devices to the customer; and
• assessed whether the handset subsidy cost was an incremental cost of obtaining a contract.

Based on the work performed, management concluded that revenue earned under this arrangement should be accounted on the principal basis. This is because the amended clauses now provide that the Group is primarily responsible for delivering the handset to the customer, that the Group controls the stock prior to delivery to the customer, that stock risk is specifically in the Group’s hands and stock should be recognised and included in the stock held as inventory at year-end. Furthermore, the handset subsidy costs are an incremental cost of obtaining a contract and reflect the substance of the arrangement.

The recapitalisation of Cell C

Management undertook a rigorous process of assessing the IFRS, tax and legal requirements of each step of the recapitalisation transaction, as well as undertaking a detailed control assessment.

Based on this, management has concluded that the transaction was accounted for and recorded in line with the statutory requirements and appropriately reflects the substance of the transactions entered into.

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

29 August 2023