Audit and Risk Committee

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

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

*Appointed on 25 November 2011.

In accordance with the provisions of the new Act, shareholders are required to elect the members of the Audit Committee at the annual general meeting to be held in May 2012.

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 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 four times during the 2011 financial year. 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
# = By Teleconference
* Appointed on 25 November 2011
** Present by invitation

The Audit Committee operates in accordance with a written charter authorised by the Board, and provides assistance 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, reports and fees;
• 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. Where members of executive management attend the Audit Committee meetings and at least once annually, time is set aside for the committee to meet independently with representatives of internal and external auditors without executive management remaining present.

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