Board Committees

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The board has delegated, through formal terms of reference, specific matters to a number of committees whose members and chairman are appointed by the board. There is full disclosure of matters handled by the committees to the board.

The committees play an important role in enhancing high standards of governance and achieving increased effectiveness within the group.

The board has an Audit Committee, a Risk and Safety, Health and Environment Committee, Remuneration and Nomination Committee and a Transformation, Social and Ethics Committee.

Audit Committee

CORE RESPONSIBILITIES

The role and responsibilities of the committee include statutory duties as per the Companies Act, and further responsibilities assigned to it by the board. The committee executed its duties in terms of the requirements of King III. The key responsibilities of the committee are as follows:

  • Ensuring the integrity of the financial reporting process, including sound systems of internal control and financial risk management
  • Review of Integrated Annual Reports, Annual Financial Statements, Interim Reports and other financial announcements, including the accounting principles and policies adopted therein and compliance with JSE regulations

Monitoring the performance and effectiveness of the independent external auditors and evaluating the

  • qualifications, expertise, resources, fees, scope of work and independence of the external auditors prior to recommending their appointment to the board and shareholders
  • Approving the internal audit work plan and overseeing the conduct of the internal audit and the implementation of internal control enhancements
  • Approving any non-audit services provided by the external auditors
  • Consider the appropriateness of the expertise, resources and experience of the financial function and of the Chief Financial Officer
  • Approving the appointment of an external assurance provider in respect of the sustainability report
  • Performing statutory duties in terms of the Companies Act, as well as to report to the shareholders in respect of the financial year, including those matters in terms of section 94(7)(f) of the Companies Act

Ensuring that the combined assurance model introduced by the King III Code is applied to provide a coordinated approach to assurance activities.

Risk and SHE Committee

CORE RESPONSIBILITIES

The responsibilities of the committee are set out in written terms of reference. These terms of reference and the company’s risk appetite statement were adopted by the board. The Risk and SHE* Committee’s key responsibilities are:

  • Overseeing and monitoring the development and implementation of a risk management framework, policy, strategy and plan for a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control and governance processes within Hulamin
  • Recommend levels of tolerance and appetite for risk to the board
  • Report to the board information relevant to risk management and procure independent assurance regarding the effectiveness of the risk management process

Oversee and monitor the implementation of safety, health and environment policies, strategies, targets, plans and systems and review the safety, health and environment risk profile

Remuneration and Nomination Committee

CORE RESPONSIBILITIES

The role and responsibilities of the committee include statutory duties as per the Companies Act, and further responsibilities assigned to it by the board. The committee executed its duties in terms of the requirements of King III. The key responsibilities of the committee are as follows:

  • Ensuring the integrity of the financial reporting process, including sound systems of internal control and financial risk management
  • Review of Integrated Annual Reports, Annual Financial Statements, Interim Reports and other financial announcements, including the accounting principles and policies adopted therein and compliance with JSE regulations

Monitoring the performance and effectiveness of the independent external auditors and evaluating the 

  • qualifications, expertise, resources, fees, scope of work and independence of the external auditors prior to recommending their appointment to the board and shareholders
  • Approving the internal audit work plan and overseeing the conduct of the internal audit and the implementation of internal control enhancements
  • Approving any non-audit services provided by the external auditors
  • Consider the appropriateness of the expertise, resources and experience of the financial function and of the Chief Financial Officer
  • Approving the appointment of an external assurance provider in respect of the sustainability report
  • Performing statutory duties in terms of the Companies Act, as well as to report to the shareholders in respect of the financial year, including those matters in terms of section 94(7)(f) of the Companies Act

Ensuring that the combined assurance model introduced by the King III Code is applied to provide a coordinated approach to assurance activities.

Transformation, Social and Ethics Committee

CORE RESPONSIBILITIES

The responsibilities of the committee are set out in written terms of reference, which are reviewed periodically.

The Transformation, Social and Ethics Committee’s key responsibilities are:

  • Recommend to the board the strategies and policies to be adopted to ensure the group’s Transformation, Social and Ethics targets are achieved
  • Align the group’s Transformation, Social and Ethics strategy with its overall business strategy
  • Monitor the implementation and efficacy of the employment equity, black management development, black equity ownership, preferential procurement, skills and enterprise development and socio-economic initiatives of the group
  • Monitor activities relevant to social and economic development, good corporate citizenship, environment, health and safety and consumer relationships

Review policies and statements on ethical standards and on whistle-blowing