The board maintains effective control through its governance framework, delegating specific functions to committees with clearly defined mandates and decision- making rights. This allows the board to focus on reserved matters while ensuring thorough attention to delegated issues. Committee chairpersons are responsible for the committees’ effective functioning.
For day-to-day business affairs, the board delegates authority to the group chief executive officer, granting full power on behalf of and in the name of the board. The executive team supports the CEO, serving as a sounding board and ensuring overall coordination across the group, legal entities, and stakeholders. Members of the executive team exercise powers within their delegated authority.
| Board | Audit and Risk | Social and ethics | Remuneration and nominations | |
|---|---|---|---|---|
| Number of meetings | 4 | 3 | 2 | 2 |
| Frans Britz | 4 | 2 | 2 | |
| Leon Cronje | 4 | 3 | ||
| Johan Holtzhausen | 4 | 0 | 2 | |
| Duncan Lewis | 4 | |||
| Blackie Marole | 4 | 1 | 2 | |
| Elias Masilela | 4 | 1 | ||
| Bridgitte Mathews | 4 | 3 | 2 | |
| Shiellah Moakofi | 4 | 2 | ||
| Badal Patel | 3 | 3 | ||
| Frans Reichert | 4 |
The Audit and Risk Committee (“ARC”) oversees financial reporting, assurance, risk management effectiveness, policies and internal controls. Comprising independent non-executive directors, the committee meets bi-annually.
2023 Highlights
- Ensuring the new external auditor effectively executes on its responsibilities.
- Appointing the replacement internal auditor
2023 Focus areas
- Approving the internal audit plan.
- Overseeing the business’ control environment and strong financial position, and ensuring they are maintained.
- Enhancing the emphasis on cyber security, data management and IT controls.
Responsibilities
The ARC executes all statutory duties and responsibilities in terms of section 94 of the South African Companies Act and paragraph 3.84(g) of the JSE Listings Requirements. This committee’s primary responsibilities include:
- Recommending the annual financial statements to the board for approval.
- Ensuring the integrity of the integrated report.
- Ensuring the effectiveness of financial reporting, including the system of internal control and the existence of appropriate financial reporting procedures.
- Providing an opinion on the effectiveness, expertise and experience of the finance director and the finance function.
- Monitoring and engaging with the external auditor.
- Appointing and determining the remuneration of the external auditor.
- Overseeing the internal audit function and approving its charter.
- Ensuring the overall risk profile is monitored and reviewed and the responses to address these key risks are appropriately defined and resolved by management.
- Annually reviewing its terms of reference and recommending amendments to the board for approval.
During the 2023 financial year, Blackie Marole and Elias Masilela resigned as members and Bridgitte Mathews and Frans Britz were appointed as members of the ARC.
For the 2023 financial year, the members were:
Badal Patel (chairperson)
Frans Britz
Leon Cronje
Bridgitte Mathews
In addition to the two scheduled meetings for the year, there was a special meeting held in October 2023 to approve the external audit plan.