Role and key functions
The risk committee is a formal committee of the board that provides focused support to the board with respect to its risk- governance responsibility.
Role and key functions
The committee functions in terms of defined terms of reference, approved by the board in 2015 and reviewed annually, and an approved detailed annual work plan. The committee reviews, monitors, advises on and makes recommendations regarding the effective management of the risks and opportunities that guide the strategic direction of the company. It also monitors and reviews the development and implementation of appropriate policy, plans and systems to ensure business performance within defined risk appetite and tolerance limits.
Composition and committee meetings
The committee comprises the executive chairman, three independent non-executive directors and three executive directors. During the year under review, directors serving on the committee included Pieter Uys (chairperson), Hassen Adams, Mike Hankinson, Alan Olivier (early-retired 31 July 2017), Bongiwe Ntuli, David Polkinghorne, Nkululeko Sowazi, Martyn Wade (resigned as executive director on 1 November 2017) and Andrew Waller. More details of these directors are given in the directorate and executive committee section.
The committee’s terms of reference make provision for scheduled meetings twice a year and unscheduled meetings when the committee is required to address urgent matters in its scope of responsibility. No unscheduled meetings were held in 2017.
Attendance of committee members at the meetings of the committee in the year is listed in the directorate and executive committee section of this integrated annual report.
Fees paid to the committee members are reflected in the report of the remuneration committee and the proposed fees for 2018 are detailed in special resolution 3.1 in the notice of the annual general meeting.
The group company secretary serves as secretary to the committee.
In terms of its mandate, matters considered by the risk committee based on its annual work plan for 2017 included:
- review of the risk-management framework, policy, risk appetite and risk-tolerance limits for the company;
- review and assessment of the top group and divisional risks and opportunities associated with the environment in which the company operates and the capitals used and effected by the operations and the appropriateness of the mitigation strategies implemented;
- review of the effectiveness of the process for identifying, assessing and reporting on significant internal financial-control, fraud and IT risks as related to financial reporting;
- review of internal audit assessment on the effectiveness of the risk management process;
- review of the insurance cover in place and associated claims history;
- evaluation of the performance of the risk committee;
- review of the risk committee report for inclusion in the 2017 integrated annual report; and
- approval of its annual work plan for 2018.
Following its assessment, the risk committee is of the opinion that the company’s risk-management processes are effective in identifying, assessing and addressing the material factors that may impact the company in the development and implementation of its strategies. More information on the company’s material identified risks is included in the risk review section. Application of principle 11 of King IV is included of the governance report.
On behalf of the risk committee
23 March 2018