Annual Integrated Report 2019

This is the report of the Bidcorp audit and risk committee (committee) appointed for the financial year ended June 30 2019 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. Under the single chairmanship of Mrs H Wiseman for group and divisional audit and risk committees, the board is satisfied that this committee makes a strong contribution to the group. Membership The committee members for the financial year ended June 30 2019 have been appointed by shareholders’ resolution passed at the annual general meeting held on November 27 2018; and is made up of a minimum of three (3) independent non-executive directors and chaired by an independent non-executive director. The Bidcorp audit and risk committee members comprise 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 2020 financial year at the annual general meeting scheduled for Thursday, November 14 2019. 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 sufficiently 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. The committee’s work is supported by five divisional audit and risk committees (divisional committees). These divisional committees play a vital role in the risk and assurance oversight of the five reporting segments being Australasia, UK, Europe, Emerging Markets, and Corporate. Findings from these divisional committees are reported to the group committee on a quarterly basis (bi-annually for Corporate). The divisional committees are chaired by Ms H Wiseman who also chairs the group committee. Each country in which Bidcorp operates present at the quarterly divisional committees, which are also attended by Corporate and internal audit representatives and the external auditors. All group committee members are invited to attend the quarterly meetings. 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 suitability, appointment, independence and performance of the external auditor; • • 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, the interim report and any other public reports or announcements containing financial information; • • receive and deal with any complaints concerning internal audit, the accounting practices or the content and audit of the annual financial statements and related matters; and • • annually review the committee’s charter and output in order to report on the effectiveness of the committee to the board. Attendance The committee met on six occasions during the period under review and key members of management attend meetings of the committee by invitation. At the half-year and year-end meetings closed sessions are held for committee members to engage directly with internal audit, external audit and management. Director August 17 2018 November 13 2018 December 4 2018* February 15 2019 May 10 2019 August 22 2019 H Wiseman (Chairman) ^ ^ ^ ^ ^ ^ PC Baloyi ^ ^ ^ ^ ^ ^ NG Payne ^ ^ ^ ^ ^ ^ ^ Attended in person, by video-conference or tele-conference. * A special audit and risk committee meeting was called in order to review and recommend to the board the appointment of a new external auditor for the Bidcorp Group. Audit and risk committee report Bid Corporation Limited Annual integrated report 2019 / 73