Audit

Committee

The Committee consists of three non-executive directors, presided by an independent director. The Audit Committee is responsible for assisting the Board in discharging its responsibilities in relation to the disclosure of the financial affairs of the Company. The Committee focuses in particular on compliance with accounting policies and ensuring that an effective system of internal financial control is maintained.

The ultimate responsibility for approving the annual and interim financial statements, remains with the Board. The terms of reference of the Audit Committee have been determined by the Board in accordance with the Code of Corporate Governance consisting on the following:

  1. Determination of appropriate measures to safeguard the Company’s assets;
  2. Review of annual and interim financial statements of the Company, prior to their approval by the Board, focusing on:
    • major judgmental areas;
    • significant adjustments resulting from the audit;
    • going concern assumption;
    • any changes in accounting policies and practices;
    • compliance with applicable accounting standards;
    • compliance with these regulations and other statutory and regulatory requirements; and
    • all related party transactions.
  3. Review of preliminary announcements of results prior to external communication and publication;
  4. Facilitating the external audit and discussion with external auditors of major observations arising from interim and final audits and any matter that the auditors may wish to highlight (in the absence of management, where necessary);
  5. Review of management letter issued by external auditors and management’s response thereto;
  6. Ensuring coordination between the internal and external auditors of the Company;
  7. Review of the scope and extent of internal audit, audit plan, reporting framework and procedures and ensuring that the internal audit function has adequate resources and is appropriately placed within the Company;
  8. Consideration of major findings of internal investigations of activities characterized by fraud, corruption and abuse of power and management’s response thereto;
  9. Ascertaining that the internal control systems including financial and operational controls, accounting systems for timely and appropriate recording of purchases and sales, receipts and payments, assets and liabilities and the reporting structure are adequate and effective;
  10. Review of the Company’s statement on internal control systems prior to endorsement by the Board and internal audit reports;
  11. Instituting special projects, value for money studies or other investigations on any matter specified by the Board, in consultation with the Chief Executive Officer and to consider remittance of any matter to the external auditors or to any other external body;
  12. Determination of compliance with relevant statutory requirements;
  13. Monitoring compliance with the these regulations and identification of significant violations thereof;
  14. Review of arrangement for staff and management to report to Audit Committee in confidence, concerns, if any, about actual or potential improprieties in financial and other matters and recommend instituting remedial and mitigating measures;
  15. Recommend to the Board the appointment of external auditors, their removal, audit fees, the provision of any service permissible to be rendered to the Company by the external auditors in addition to audit of its financial statements. The Board shall give due consideration to the recommendations of the audit committee and where it acts otherwise it shall record the reasons thereof.
  16. Consideration of any other issue or matter as may be assigned by the Board. Four meetings of the Committee were held during the year.