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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 2017 in compliance with the
Companies Act and in terms of the JSE Listings Requirements.
The committee has discharged its responsibilities as mandated by the board, its statutory duties in compliance with the Companies Act
and the King IV principles applicable to audit and risk committees. The committee’s charter, which can be found on the company’s website,
www.bidcorpgroup.com, is aligned with the above legislation, regulations and principles.
This committee was constituted by shareholders’ special resolution passed on April 4 2016. Under the single chairmanship of Mrs H Wiseman for
group and divisional audit and risk committees, the board is satisfied that this committee does make a strong contribution to the group.
Membership
The committee members for the financial year ended June 30 2017 have been appointed by shareholders’ resolution passed at the annual
general meeting held on November 21 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 will be requested to approve the appointment of the chairman and members to the committee for the 2018 financial year at the
annual general meeting scheduled for November 9 2017.
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. The committee and
its chairman are assessed annually. A brief profile of each of the members can be viewed on the board of directors CVs included on the company’s
website.
Attendance
The committee met on six occasions during the period under review, key members of management attend meetings of the committee by invitation.
During the period, closed sessions were also held for committee members only, as well as with internal audit, external audit, risk, finance and
management.
Director
August 19
2016
September 16
2016
November 8
2016
February 17
2017
May 12
2017
August 18
2017
H Wiseman (chairman)
^
^
^
^
^
^
PC Baloyi
^
^
^
^
^
A
NG Payne
^
^
^
^
^
^
^ Attended in person, by video-conference or tele-conference.
A Apologies.
Purpose
The purpose of the committee is to:
■
■
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;
■
■
oversee the activities of, and to ensure coordination between, the activities of internal and external audit;
■
■
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;
■
■
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;
■
■
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
■
■
annually review the committee’s work and charter to make recommendations to the board to ensure its effectiveness.
Audit and risk committee report
63
Annual integrated report 2017
Bid Corporation Limited