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This is the report of the audit and risk committee (committee) of Bidcorp appointed for the financial year ended June 30 2016 in compliance with the
Companies Act and in terms of the JSE Listings Requirements.
This committee was constituted by shareholders’ special resolution passed on April 4 2016 in anticipation of the planned listing and unbundling
of Bidcorp on May 30 2016. The Bidvest Group Limited divisional foodservice audit committee structure was incorporated to support the newly
constituted committee, which brings a wealth of experience and knowledge to the committee. Under the single chairmanship of Mrs H Wiseman for
group and divisional audit and risk committees, the board is satisfied that this committee can make a strong and effective contribution to the group.
The committee has approved a draft charter that was presented and adopted by the Bidcorp board at the meeting held on
August 23 2016. The charter complies with the statutory requirements as set out in the Companies Act and recommendations set
out by King III. Copies are available either from the company secretary on request, or can be downloaded from the company website.
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Membership
The committee members for the financial year ended June 30 2016 have been appointed by shareholders’ resolution passed on April 4 2016; and
is made up of a minimum of three (3) independent non-executive directors, and chaired by an independent non-executive. The Bidcorp audit and risk
committee members include Mrs H Wiseman (chairman), Messrs PC Baloyi and NG Payne in line with the charter requirements.
The shareholders appointed the committee for the 2016 financial year by special resolution in April 4 2016 and will be requested to approve
the appointment of the chairman and members to the committee for the 2017 financial year at the annual general meeting scheduled for
November 21 2016.
The committee consists solely of independent non-executive directors who are all financially literate. The board considers the membership of the
committee adequate and the members are adequately experienced to perform the duties in line with the charter requirements.
Purpose
The purpose of the committee, is to:
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assist the board in discharging its duties relating to the safeguarding of assets, the operation of adequate systems, control and reporting
processes, and the preparation of accurate reporting and financial statements in compliance with the applicable legal requirements and
accounting standards;
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oversee the activities of, and to ensure coordination between, the activities of internal and external audit;
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provide a forum for discussing financial, enterprise-wide, market, regulatory, safety and other risks and control issues, and to monitor controls
designed to minimise these risks;
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review the Bidcorp annual integrated report in conjunction with the social and ethics committee, including the consolidated and separate financial
statements, as well as its interim report and any other public reports or announcements containing financial information;
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receive and deal with any complaints concerning the accounting practices, internal audit or the content and audit of its financial statements or
related matters; and
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annually review the committee’s work and charter to make recommendations to the board to ensure its effectiveness.
Duties carried out
The committee has successfully performed its duties during the financial year according to its charter. In the fulfilment of these duties, the major areas
of focus were revenue recognition, recoverability of receivables, valuation of goodwill and other intangibles, existence and valuation of inventory,
accuracy of taxation expenses and recoverability of taxation assets, acquisition accounting, accounting for customer and supplier bonuses/rebates,
risks associated with management override of controls, enterprise risk management oversight, assessment of the ability of the group to continue as
a going concern, related-party transactions, the overall presentation of the financial information to shareholders, as well as a key role in the financial
and reporting requirements during the listing and unbundling process.
The committee confirms the following statutory and delegated duties were adequately addressed and sets out the results below.
Financial statements
The committee:
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confirmed, based on management’s review, that the consolidated and separate financial statements were prepared on the going concern basis;
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examined the consolidated and separate financial statements and other financial information made public, prior to their approval by the board;
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considered accounting treatments, significant or unusual transactions and accounting judgements;
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considered the appropriateness of accounting policies and any changes made thereto;
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reviewed the representation letter relating to the consolidated and separate financial statements and the ISAE 3420 reasonable assurance opinion
in respect of the provisional announcement, signed by management;
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considered any problems identified as well as any legal and tax matters that could materially affect the financial statements; and
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met separately with management, external audit and internal audit, and satisfied themselves that no material control weakness exists.
Audit and risk committee report
Bidcorp Limited Annual integrated report 2016 |
Page 53
Financial overview