The information below constitutes the report of the Audit, Risk and Compliance Committee.
The Audit, Risk and Compliance Committee comprises four independent non-executive directors: Chris Seabrooke (Chairman), Stephen Davidson, Funke Ighodaro and Wiseman Nkuhlu. CVs for these directors are on here and evidence their relevant skills and suitable experience. The Chief Executive Officer, Jens Montanana, the Chief Financial Officer, Jurgens Myburgh, the Chief Risk Officer, Simon Morris, and the external and internal auditors are invited to attend all meetings. The external and internal auditors have unrestricted access to the Audit, Risk and Compliance Committee and also meet with the Audit, Risk and Compliance Committee members, without management present, at least once a year. Attendance at Audit, Risk and Compliance Committee meetings is set out here.
The Audit, Risk and Compliance Committee meets at least three times a year. In the year under review and subsequent to the date of this report, the Audit, Risk and Compliance Committee has met six times, with all members in attendance. The Chairman of the Audit, Risk and Compliance Committee reports on the Audit, Risk and Compliance Committee’s activities at each Board meeting.
The Audit, Risk and Compliance Committee operates within defined terms of reference as set out in its charter and the authority granted to it by the Board. The charter is reviewed annually to confirm compliance with the King III Code and the Companies Act and to ensure the incorporation of best practice developments. The charter is available at www.datatec.com.
The Audit, Risk and Compliance Committee is satisfied that it has met its responsibilities for the year under review and to the date of this report with respect to its terms of reference as set out in its charter. Further, the Audit, Risk and Compliance Committee is satisfied that it has complied with its legal and regulatory responsibilities throughout that period.
Datatec’s three operating divisions each have an audit, risk and compliance committee, chaired by the Datatec Group Chief Financial Officer, Jurgens Myburgh. Reports from these committees are submitted to the Datatec Audit, Risk and Compliance Committee, which retains all the functions of an audit committee in respect of Datatec’s subsidiaries.
The Audit, Risk and Compliance Committee reviews the activities of the Group’s outsourced internal audit function and annually reviews the internal audit charter and recommends it to the Board.
The Audit, Risk and Compliance Committee is responsible for selecting the external auditor and recommending its appointment to the shareholders as well as for approving the external auditors’ fees. The committee monitors the external auditor and has satisfied itself that Deloitte & Touche and MH Holme, the designated auditor, are independent of the Company.
In terms of the Companies Act and the JSE Listings Requirements the Audit, Risk and Compliance Committee has considered and satisfied itself of the appropriateness of the expertise and experience of Jurgens Myburgh, who served as Chief Financial Officer from 1 May 2014 to date. Further, the committee considers the appropriateness of the expertise and adequacy of resources of the Group’s finance function and the experience of senior management responsible for the finance function annually. For the year under review, the committee is satisfied in this regard.
The Audit, Risk and Compliance Committee assists the Board in reviewing the risk management process and significant risks facing the Group (see here). The committee reviews the Group’s risk strategy with the executive directors and senior management and oversees the Group’s use of recognised risk management and internal control models and frameworks to maintain a sound system of risk management and internal control with combined assurance processes in place throughout the Group. The Audit, Risk and Compliance Committee is satisfied that the appropriate processes are in place to enable the Board to make an effective assessment of the Group’s system of internal controls and risk management.
The Audit, Risk and Compliance Committee is tasked with reviewing the interim and annual financial statements and Integrated Report. The Audit, Risk and Compliance Committee recommended the annual financial statements for the year ended 28 February 2015 for approval to the Board. The Board has subsequently approved the annual financial statements which will be presented at the forthcoming Annual General Meeting.
CS Seabrooke
Audit, Risk and Compliance Committee
Chairman
Sandton
13 May 2015