Members: David Cathrall (Chairman), Mariam Cassim (will be resigning effective 30 November 2020) and Valentine Chitalu. David Rose resigned on 30 November 2019 and Pitsi Mnisi was appointed effective 1 October 2020, subject to her election at the AGM on 18 December 2020.
In terms of the Companies Act, the members of the Group Audit Committee were directly elected at the AGM in November 2019 by the shareholders. David Cathrall and Valentine Chitalu are standing for re-election to the Committee at the AGM in December 2020 with Pitsi Mnisi, subject to her election as a non-executive director, is also standing for election as a member.
Except for SG Fleet, each operating subsidiary company that has outside shareholders and/or is located offshore has an established Divisional Audit Committee comprised of members that are independent of divisional management, chaired by the Group CFO, which reports to the Group Audit Committee. The Group Audit Committee is notified of all Divisional Audit Committee meetings and committee members are entitled to attend. Minutes of the meetings of the Divisional Audit Committees are made available to members of the Group Audit Committee.
The Group Audit Committee responsibilities are to:
- identify and evaluate exposure to financial risks;
- review the appropriateness and adequacy of the systems of internal financial and operational control;
- review accounting policies;
- evaluate the appropriateness and integrity of financial reporting, including the integrity of the AFS and external reports and risks that may affect these;
- review and approve external audit plans both for operational and IT audits, findings, reports and fees;
- evaluates the appropriateness of the external auditor for audit and non-audit services;
- provide effective communication between directors, management and the internal and external auditors;
- review and recommend to the Board, the interim and year-end financial statements and the Integrated Report;
- deliberate on the independence of the external auditors;
- deliberate on the effectiveness of the CAE and the arrangements for internal audit;
- deliberate on the effectiveness of the design and implementation of internal financial controls and the nature/extent of any significant weaknesses; and
- deliberate on the effectiveness of the CFO and finance and the arrangements in place for combined assurance and the effectiveness thereof.
SG Fleet has its own Audit Committee appointed by the Board of SG Fleet and Peter Mountford is a member of this committee.
The Group Audit Committee works closely with the Group Risk Committee in respect of the identification of the Group’s exposure to risks. David Cathrall and Mariam Cassim, until her resignation at the end of November 2020, are members of both committees, which facilitates close co-operation between the committees.
The Board is provided with regular reports and copies of the minutes of the meetings of the committee. The Group Audit and Risk Manager, internal and external auditors have unrestricted access to the Chairman of the committee and meet with the Chairman regularly.
The committee meets at least four times a year. Meetings are attended by invitees, including the CEO, the CFO, the Group Audit and Risk Manager, the Group Tax Manager, senior employees of the finance department and the external and internal auditors. When required specialists in various fields are invited to attend the committee meeting and provide input to the committee.
The Group Company Secretary acts as the committee’s secretary.
The committee meets annually with the external auditors, independently of Exco.
The Group Audit Committee Report for 2020 can be found here or in the Group AFS.
