OUR GOVERNANCE

Committees of The Board

GOVERNING STRUCTURES AND DELEGATION - PRINCIPLES 6,7,8,9 & 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 own Terms of Reference as approved by the Board. The Terms of Reference set out the relevant committee’s responsibilities in accordance with applicable laws and regulations.

A summary of the Board committees’ 2023 focus areas, membership for the reporting period and focus for the ensuing year are set out in the Board committee’s reports

Board Committee Focus 2023 and Outlook for the Year Ahead 2024

Audit Committee

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

CHAIRPERSON - Shauket Fakie
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 the Company’s internal controls 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’), integrated annual report (‘IAR’) and other financial reports issued by the Company
Members of the committee during the period 1 April 2022 to 31 March 2023
  • Shauket Fakie (Chairperson)
  • Faith Burn
  • Caroline Henry
  • Lerato Molefe (Appointed 19 November 2022)
  • Thabo Mokgatlha
Key focus areas and value-creating activities for the period under review
Financial controls and compliance
  • Finalised the appointment of the CFO position
  • Monitored the enhancement of the financial control environment; supply chain management; and reviewing the work performed by the internal auditors including deliberating on recommendations made and overseeing that any weaknesses are expeditiously addressed
  • Oversight of progress with outstanding settlement agreements with medical aids
  • Considered reports from the Risk Committee in terms of existing strategic and emerging risks and mitigating controls
  • Oversight and review of reports relating the progress with the BECS project
  • Considered any procurement expenditure in line with the Delegations of Authority Framework and recommending such expenditure for approval by the Board
  • Review of accounting principles and application
  • Oversaw adherence to all applicable legislation and prescripts
Combined Assurance
  • Reviewed the effectiveness of the combined assurance framework, internal control environment and overseeing 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
  • Considered reports from the Risk Committee in terms of existing strategic and emerging risks and mitigating controls
Internal Audit
  • Approved the appointment of the Internal Auditors, SNG, following the end of the term of Mazars
  • Approved the Internal Audit Plan
  • Assessed the skills and effectiveness of the internal auditors and considered the overall internal control environment within SANBS
  • 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 comments and provided oversight of appropriateness and timeliness of addressing control deficiencies identified by internal audit
Financial statements and going concern
  • Considered, reviewed, and recommended the annual financial statements for approval by the Board
  • Considered and recommended to the Board that SANBS will be a going concern in the foreseeable future
  • Reviewed the budget for the year ending 31 March 2024 and recommended the budget for approval by the Board
External Audit
  • Assessed the independence and objectivity of the external auditors and obtained confirmation from Deloitte that there are appropriate controls to safeguard auditor independence when providing non-audit services
  • Determined the external auditors’ fees, pre-approved the non-audit scope and fees, and the auditor’s terms of engagement
  • Considered the external auditors’ audit scope and plan
  • Recommended the external auditor for appointment by the National Council
  • Other recurring matters addressed by the committee during 2023 included:
    • Considered Finance and Supply Chain Management Reports and progress on Procure-to-Pay Project (P2P)
    • Reviewed the outstanding debtors and the aging thereof and progress on Order-to-Collect Project (O2C)
Finance Function
  • Oversight of corrective actions to resolve the finance function competence challenges and monitoring progress to increase capacity
Integrated Reporting
  • Considered the Integrated Report and recommended to the Board for approval
  • Considered outcomes of KPI’s assured for inclusion in the integrated report
Future focus areas 2024
  • Oversight of remaining corrective actions to resolve the finance function competence challenges.
  • Monitored the enhancement of the financial control environment; supply chain management; and reviewing the work performed by the internal auditors including deliberating on recommendations made and overseeing that any weaknesses are expeditiously addressed
  • Interact with management and other assurance providers in striving to ensure a reliable and effective control environment
Capitals
Stakeholders
King IVTM
Risks
Human Resources &
Rem. Committee