Audit Committee

The Committee focuses on the quality of the Group’s financial reporting and the effectiveness of the Group’s systems of internal control and, in conjunction with the Risk Committee, risk management processes. It also oversees the integrity of internal audit and assurance and manages the relationship with the Group’s external auditors. The latter responsibility entails ensuring that the external auditors provide an effective and independent audit.

The Committee’s ultimate goal is to ensure the integrity of financial reporting and implementation of sound internal controls and risk management. The Committee considers and reviews reports from management with a view to assessing the quality of the financial reporting and compliance with disclosure requirements.

The external auditors attend the committee meetings to present their report on key matters and any findings deemed necessary to bring attention to the Committee. In terms of overseeing internal audit, the Group Chief Risk Officer attends the meetings and has direct communication lines with the Committee Chairman.

The Chairman and one member of the Committee are independent non-executive Directors, while one member is a non-executive Director.

Risk Committee

The Committee’s primary role is to oversee the effectiveness of risk and compliance management within the Group. The identification and management of risk are central to the Group’s objective of creating long-term shareholder value. Risks have the potential to impact the Group’s overall performance as well as its reputation. The Committee plays the critical role of identifying, analysing and assessing risk issues in order to prevent or minimize the likelihood of that impact.

The Committee co-ordinates and reviews information on risk management and ensures that the risk management systems are operating effectively. It reviews on behalf of the Board both operational and strategic risks with a view to ensuring that these are addressed timeously and effectively.

The Committee also monitors the Group’s compliance record, the objective being to ensure the Group meets its legal and regulatory obligations and in the process instill a culture of compliance and integrity.

The Group’s Chief Risk Officer attends the committee meetings and presents reports on risk management.

Remuneration Committee

The Committee’s overall responsibility is to review, on behalf of the Board, the Group’s remuneration structure and employment policies with a view to ensuring that the Group provides competitive rewards to attract, motivate and retain the required skills. During the year the Committee reviewed and recommended to the Board for approval, various incentive schemes aimed at retaining critical skills within the Group as well as alleviating the difficulties brought about by the continuing harsh environment.

The Committee also oversaw the implementation of a performance management programme; the programme entails an assessment of the individual’s performance, measuring this against performance targets. The objective of the programme is to not only achieve best performance by employees but, in the process, create long-term shareholder value. The programme also provides the opportunity to identify skills and capabilities for further development.

As part of its aim to enhance skills within the Group, the Committee also oversaw and approved a training and development programme. Under the programme various leadership and career progression development initiatives were implemented. Efforts were also made to address gender balance by increasing female representation at leadership levels. The Committee is chaired by a non-executive Director.

The Group’s Chief Human Resources Officer attends the committee meetings and presents reports on the Group’s employment profile.

Social and Ethics Committee

The Committee assists the Board in monitoring the Group’s social development programmes and initiatives, in particular the Group’s progress in relation to social investment, especially investments in community programmes. It also monitors ethics and integrity within the Group, having regard to the need to maintain the highest standards of governance and the strategic direction of the Group.

The Committee also oversees and monitors the Group’s Safety, Health and Environment (SHE) issues and performance, both in terms of its own policies and in terms of compliance with laid-down regulatory requirements. Alongside the Audit Committee, the Committee also oversees and monitors certain areas of market disclosure; it reviews the Group’s compliance with market disclosure obligations and sets guidelines for the release of information.

Three non-executive directors make up the Committee.

The Board’s principal role is to formulate the Group’s strategy and review its strategic direction. It also maintains oversight of the performance of management with a view to ensuring the successful performance of the business.

Apart from the scheduled meetings at which it reviews the Group’s performance, the Board has access to senior management through which Directors can receive regular updates on the Group’s performance.

Directors also have direct access to the services of the Group Company Secretary who is accountable to the Board and who, through the board Chair, ensures that the Board and its committees follow and maintain sound corporate governance procedures. The Board is responsible for the preparation and presentation of the Group’s financial statements. It is the Board’s responsibility to ensure that the financial statements give a true and fair view of the Group’s state of affairs at the end of each financial period.