69 / 280
BUSINESS MODEL
AND STRATEGIC
OBJECTIVES
LEADERSHIP
GOVERNANCE
SHAREHOLDERS’
INFORMATION AND
ADMINISTRATION
OPERATING
PERFORMANCE
FINANCIAL
PERFORMANCE
BLUE LABEL INTEGRATED ANNUAL REPORT 2014
67
AUDIT, RISK AND COMPLIANCE
COMMITTEE REPORT
The Audit, Risk and Compliance Committee (ARCC)
is pleased to present its report for the financial year
ended 31 May 2014.
The Committee is an independent statutory committee
appointed by the shareholders of the Company. In
addition to its statutory duties, the Board has delegated
further duties to the Committee. This report covers
both these sets of duties and responsibilities.
MANDATE AND TERMS OF REFERENCE
The Committee has adopted comprehensive and
formal terms of reference which have been approved
by the Board and which are reviewed on an annual
basis. The responsibilities of the ARCC include:
➔
➔
examining and reviewing the Group’s financial
statements and reporting of interim and final
results;
➔
➔
reviewing and considering, for recommendation to
the Board, the consolidated budget for the ensuing
financial year;
➔
➔
overseeing integrated reporting;
➔
➔
overseeing the Internal Risk and Compliance
Committee function;
➔
➔
monitoring the risk management framework and
assess the risks impacting the Group’s ability to
achieve its strategic objectives;
➔
➔
reviewing and satisfying itself of the expertise,
resources and experience of the Blue Label finance
function;
➔
➔
overseeing the internal audit function and internal
financial control process;
➔
➔
recommending the appointment of the external
auditor and overseeing the external audit process,
including their audit fee, independence, nature
and extent of any non-audit services; and
➔
➔
monitoring compliance activities.
MEMBERSHIP AND MEETINGS HELD
In accordance with the requirements of the
Companies Act, No 71 of 2008 (the Act), Messrs
JS Mthimunye, GD Harlow and SJ Vilakazi were
appointed to the Committee by shareholders at the
Annual General Meeting held on 29 November 2013.
Following a query from the JSE in late 2013 regarding
the composition of the ARCC, Mr NN Lazarus SC
resigned as a member of the Committee due to the
need to restructure the Committee to accord with
the requirements of the JSE, as he is not considered
to be an Independent Non-Executive Director.
Mr NN Lazarus SC continues to attend ARCC
meetings as an invitee.
Membership of the Committee is as follows:
Messrs JS Mthimunye (Independent Non-Executive
Chairman), GD Harlow (Independent Non-Executive
Director), SJ Vilakazi (Independent Non-Executive
Director)
The members of the Committee collectively have
experience in audit, accounting, commerce,
economics, law, corporate governance and general
industry. All of the members of the ARCC are
independent non-executive directors.
The Committee meets quarterly and the quorum for
each meeting is three members present throughout
the meeting. Mandatory attendees at the meetings
are the Joint Chief Executive Officers and the Financial
Director of Blue Label. The audit partner from PwC
and a director from KPMG, to whom Blue Label
outsources its internal audit function, are also
attendees. Both internal and external auditors are
afforded the opportunity to address the meeting