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GOVERNANCE > Overview

AUDIT & RISK
COMMITTEE

A Berman (Chairman)
WP van der Merwe

 


The committee meets a minimum of three times a year with special meetings called as and when required. The committee also meets with the group's external auditors and Taste Holdings' executive management periodically.

Comprises three independent non-executive directors. The CEO and CFO who attend meetings by invitation do not have a vote. The chairperson of the board is not a member of the committee. The external auditor also attends meetings by invitation.

The audit committee ensures that appropriate checks and balances are in place to ensure robust, independent and efficient audit processes and that financial reporting throughout the group is accurate and reliable. The audit committee has updated, formal board approved terms of reference. The board is satisfied that the committee has complied with these terms and with its legal and regulatory responsibilities as set out in the Act, King III and the JSE Listings Requirements. The terms of reference for the audit committee intend to ensure compliance with both governance recommendations and statutory requirements.

The board believes that the members collectively possess the knowledge and experience to exercise oversight of the company's financial management, external auditors, the quality of the company's financial controls, the preparation and evaluation of the company's financial statements and financial reporting. The board has established and maintains internal controls and procedures, which are reviewed on a regular basis. These are designed to manage the risk of business failures and to provide reasonable assurance against such failures but this is not a guarantee that such risks are eliminated.

 

THE COMMITTEE

  • reviews and oversees Taste Holdings' integrated reporting and its system of internal controls;
  • reviews the findings of the external auditors and once our internal audit function is established will review its findings and oversee the internal audit function;
  • obtains external assurance on the financial statements included in Taste Holdings' integrated report and recommends them to the board for approval;
  • carries out its statutory duties set out in section 90 of the Companies Act, 2008;
  • satisfies itself as to the expertise and experience of the group's financial director and its financial function. During the financial year under review, the committee agreed to an action plan in respect of areas of the group where financial skills and/ or procedures are inadequate;
  • satisfies itself that management regularly monitors the group's compliance with the Franchise Association's code of conduct;
  • assists the board with its responsibility for IT governance by ensuring that the group manages its information assets effectively, that an IT governance framework is in place and that management is implementing the framework; and
  • monitors and evaluates significant IT investment and expenditure.

 

THE RISK COMMITTEE


  • considers risk in its widest sense;
  • identifies and assesses strategic risks, their impact and the probability of them occurring;
  • monitors the perceived effectiveness of the group's existing controls and systems and assesses their integrity;
  • ensures the company's risk policies and strategies are effective and effectively managed;
  • establishes and maintains a common understanding of the body of risks that need to be addressed if the company is to achieve its corporate objectives;
  • reviews and confirms the company's levels of risk tolerance and its risk profile at least twice a year;
  • coordinates the group's risk management efforts, reviews the results and ensures appropriate action is taken;
  • monitors external development relating to corporate accountability, including emerging and prospective risks and opportunities; and
  • reviews and discusses the group risk register, which is aggregated from the risk registers prepared by the risk officer of the company.

In February 2016, the audit and risk committee formally evaluated the performance and effectiveness of the external auditor in terms of King III and the JSE Listings Requirements. It confirmed the suitability and effectiveness of the external auditor and nominated BDO South Africa Inc. for reappointment as external auditor for the coming financial year, having satisfied itself that the company and its individual auditors are properly accredited and independent.

The committee also determines and carefully monitors the use of the external auditor for non-audit-related services. The formal policy in place precludes the auditor from providing services that could impair audit independence.

 

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