AFRICAN DAWN ANNUAL REPORT 2019 14 Corporate Governance continued The Audit and Risk Committee comprises three independent non-executive directors. The committee is chaired by Ms. HH Hickey, who is a Chartered Accountant and highly skilled with extensive experience in various fields, with a strong risk and governance background. Due to the changes in the Companies Act and complexity of International Financial Reporting Standards ("IFRS"), specialised knowledge is needed from time to time and this is contributed by invitees attending meetings on an ad-hoc basis. Frequency of meetings: Meetings took place five times during the period, and a minimum of two meetings per year are required. The Audit and Risk Committee committee has an independent role with accountability to both the shareholders and the Board as per its terms of reference that were approved by the Board. The committee does not assume the function of management which is vested in the executive directors, officers and members of the executive committee, but is notified of any material risks or disagreements with external auditors. Audit and Risk Committee Committee member Meeting dates 5 April 2018 23 May 2018 7 June 2018 4 February 2019 26 February 2019 Ms. HH Hickey (Chairperson) Yes Yes Yes Yes Yes Mr. SM Roper Yes Yes Yes Yes Yes Ms. V Lessing No Yes No Yes No Roles and responsibilities The key focus area of the Audit and Risk Committee was to support the board in its aim to maintaining the stability of the Group and ensuring continuous effective internal control over the accounting records; • Integrated and financial reporting • Review and comment on the annual financial statements, annual integrated report, annual condensed results, interim results, trading update announcement to ensure compliance with IFRS, the JSE Listings Requirements and the Companies Act; • Review and approve the appropriateness of accounting policies, disclosures and the effectiveness of internal financial controls; • Perform a review of the Group’s integrated reporting function and progress and consider factors and risks that could impact on the integrity of the annual report; • Recommend the annual report to the Board for approval; and • Determine the levels of assurance required on integrated and financial reporting. It should be noted that Afdawn’s focus for the year was on improving the annual financial statements in order to improve the quality due to the JSE as sent in their annual update in their review process noted during the year. The integrated report will be a journey that the group will embark on over the next few years. • Finance function • Consider the expertise and experience of the financial director; • Consider the expertise, experience and resources of the Group’s finance function; and • Consider the effectiveness of internal control over finance. External expertise was brought in to ensure that the skills were appropriate. • Internal audit Due to capital and resource constraints, the Group does not have a separate internal audit function. The oversight of internal controls remained with the Audit and Risk Committee and the required testing and investigation was performed in-house by competent financial staff. A separate internal audit division with qualified internal auditor will be formalised and implemented when the Group has the necessary capital and resources. The internal audit tasks remain with the Audit and Risk committee for the time being until the internal audit department will take responsibility for all internal audit matters. • External audit • Act as a liaison between the external auditor and the Board; • Obtain information in order to satisfy itself as to the competency of the external auditor and then nominate for appointment by shareholders; • Consider the scope of audit and non-audit services which the external auditor may provide to the Group; • Review letters from auditor stating points of improvement or control deficiencies; • Approve the fees of the external auditor and assess their performance; and • Annually assess the independence of the external auditors. • Risk management
AFDAWN AR FINAL 2019
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