OUR GOVERNANCE

Governing Structures and Delegation

OUR GOVERNANCE

Governing Structures and Delegation

Principles 6,7,8,9 and 10

Committees of the Board

Principle 8 applied

The Board ensures that its arrangements for delegation within its own structures promote independent judgement and assists with the balance of power and the effective discharge of duties.

To support our Board, as the governing body, with its broader steering and oversight role, the Board has constituted six Board committees:

Each committee operates under its Terms of Reference as approved by the Board. The Terms of Reference set out the relevant committee's responsibilities by applicable laws and regulations. The Governance Report contains detailed committee reports, which provide members’ names, focus for the period under review, and focus for FY25.

Board Committee Focus 2024 and Outlook for the Year Ahead 2025

Audit Committee

Declaration: The committee has executed its responsibilities in accordance with its approved mandate.

Committee Purpose and how it Contributes to Value Creation

The overarching role of the committee entails assisting the Board in providing independent oversight of:

The effectiveness of SANBS' internal control environment through the assurance functions and services, with a particular focus on combined assurance arrangements, including external assurance service providers, internal audit service providers, management, and the finance function
The integrity of the annual financial statements (AFS), the integrated annual report (IAR)

Members of the Committee during the Period 1 April 2023 to 31 March 2024

100% Attendance

Shauket Fakie (Chairperson)
Faith Burn
Caroline Henry

Gary Leong (from 29 November 2023)
Thabo Mokgatlha (stood down 29 November 2023)
Lerato Molefe

Key focus areas and value creating activities for the period under review

Financial Controls and Compliance

Monitored the enhancement of the financial control environment and supply chain management
Reviewed the work performed by the internal auditors, deliberated on their recommendations and ensured that any weaknesses were promptly addressed by management
Considered procurement expenditure in line with the Delegations of Authority Framework and recommended these for Board approval
Considered reports from the Risk, Technology and Information Governance Committee (RTIG) in terms of existing strategic and emerging risks and mitigating controls
Oversight and review of reports relating to the progress of the BECS project – noting results of the internal audit's project assurance review and that BECS is to be leveraged to reduce the reliance on manual work and improve efficiency
Reviewed accounting principles and their application
Considered reports on non-current assets and liabilities held for sale, guarantees provided to third parties, and forex loss performance
Oversaw adherence to all applicable legislation and prescripts

Financial Statements and Growing Concern

Considered, reviewed, and recommended the annual financial statements for approval by the Board
Considered and recommended to the Board that SANBS remains a going concern in the foreseeable future
Reviewed and recommended for Board approval the budget for the year ending 31 March 2025

Combined Assurance

Reviewed the effectiveness of the Combined Assurance Framework, internal control environment, ensuring that identified weaknesses were appropriately and expeditiously addressed
Interacted with management and other assurance providers in striving to ensure a reliable and effective control environment which will result in an unqualified audit opinion for the coming financial year-end

Internal Audit

Approved the Internal Audit Charter, Internal Audit Plan and annual budget
Ensured that the Internal Audit Plan is risk-based and monitored adherence to the plan by internal audit
Considered internal audit reports together with management's action plans and provided oversight of appropriateness and timeliness of addressing control deficiencies identified by internal audit

External Audit

Assessed the independence and objectivity of the external auditors (Deloitte) and obtained confirmation from Deloitte that there are appropriate controls to safeguard auditor independence when required to provide non-audit services
Considered and approved the external auditors' fees (including IT audit fees), non-audit fees, and established the auditor's terms of engagement
Considered the external auditors' audit scope and plan

Other Recurring Matters Addressed by the Committee During 2024 Included:

Considered finance and supply chain management reports and progress on the Procure-to-Pay Project (P2P) - noted the development of standard operating procedures
Reviewed the outstanding debtors and the ageing thereof and progress on the Order-to-Collect Project (O2C), noting significant progress. Improved cash collections have been realised as a result of ongoing process improvements

Finance Function

Considered the adequacy and competence of the finance function

Integrated Reporting

Considered appropriate sections of the integrated report and recommended these to the Board for approval
Considered outcomes of the sample of Balanced Scorecard Key Performance Indicators (KPIs) that are assured by the auditors (actual achieved compared with target) for inclusion in the integrated report

Governance

Reviewed and approved the annual work plan
Reviewed and recommended the terms of reference to the Board for approval
Held in-committee sessions with the internal auditors, external auditors and management separately as required

Future Focus Areas 2025

Continue monitoring the financial control environment and supply chain management; and reviewing the work performed by the internal auditors, including deliberating on their recommendations and overseeing that any weaknesses are expeditiously addressed
Continue interaction with management and other assurance providers in striving to ensure a reliable and effective control environment
Oversee the finalisation of the first phase of the Order to Collect project
Monitor the inventory treatment after full implementation of the inventory visibility project
Continue to monitor the progress and maturity of the Combined Assurance process
Recommend the new external auditor for appointment for the 2025 financial year by the National Council in November 2024