Audit and Risk Committee

The Audit and Risk Committee (Audit Committee) consists of the following non-executive directors:

• HR Levin
• JC Livingstone (Chairman*)
• CH Boulle

*Appointed Chairman in place of HR Levin 16 March 2012.

In accordance with the provisions of the new Act, shareholders are required to elect the members of the Audit Committee at the Annual Aeneral Meeting:

The Board has recommended that the following directors be appointed to the Audit Committee at the Annual General Meeting:

• BM Gourley*
• HR Levin
• JC Livingstone (Chairman)
• CH Boulle

* The Board wishes to appoint BM Gourley as a member of the Audit Committee because of her specific skills set and experience.  However, as she has a relative in full-time employment within the Group, exepmtion will first need to be obtained from the Companies Tribunal.  The recommendation of her appointment is therefore subject to the approval being obtained.

The role of the Audit Committee is to assist the Board in discharging its responsibilities to safeguard the Group’s assets and to ensure that proper accounting records are maintained. The Committee also oversees the financial reporting process and ensures compliance with the appointment of the independent auditors, accounting policies, Group policies, legal requirements and internal controls within the Group.

The Group’s internal audit function is headed by the Group’s internal audit manager. The Audit Committee monitors, supervises and evaluates the effectiveness of the internal audit function.

The Audit Committee met three times during the year under review. These meetings are attended by the internal and external auditors, the CEO and Group financial director, as well as other Board members and invitees as considered appropriate by the Audit Committee’s chairman.

The following table indicates attendance at meetings by the members:

P = Present
A = Absent
* Present by invitation; was previously a member of the Audit Committee and, although currently not eligible, has attended meetings of the Committee by invitation because of her unique skills set and experience in the fields of education, finances and administration.
$ = See note ¹ of table of Directors

The Audit Committee operates in accordance with a written charter authorised by the Board.  The Committee is responsible for the appointment of the auditors, agrring fees payable to them and settling on the terms of their engagement, and makes recommendations to the Board with regard to:

• ensuring compliance with applicable legislation and the requirements of regulatory authorities;
• matters relating to financial accounting, accounting policies, reporting and disclosure;
• internal and external audit policy;
• activities, scope, adequacy and effectiveness of the internal audit function and audit plans;
• reviewing and approving of external audit plans, findings, problems and reports;
• review and providing guidance on the Group’s overall exposure to IT Risks
• compliance with the Code of Corporate Practices and Conduct;
• compliance with the Group’s code of ethics;
• ensuring that non-audit services will not be obtained from the external auditors where the provision of such services could impair audit  independence; and
• reviewing and recommending the approval of interim and annual results.

The Audit Committee performed its responsibilities in terms of the charter during the 2011 financial year.

Both the external and internal auditors have unrestricted access to the Audit Committee, which ensures that their independence is in no way impaired. At least once annually the Chairman meets independently with representatives of internal and external audit; time is also set aside at least once annually for the Committee to meet independently with representatives of the internal and external auditors without executive management being present.

The Audit Committee has considered and is satisfied with the appropriateness of the expertise and experience of the Group financial director.