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. 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 four independent non-executive directors and five executive directors. During the year under review, directors serving on the committee included Pieter Uys (chairperson), Hassen Adams, Mike Hankinson, Bongiwe Ntuli, Alan Olivier, David Polkinghorne, Nkululeko Sowazi, Martyn Wade 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 2016.
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.
In terms of its mandate, matters included in the risk committee’s annual work plan in 2016 included:
- reviewing the risk-management framework, policy, risk appetite and risk-tolerance limits for the company;
- reviewing and assessing the top group and divisional risks associated with the environment in which the company operates and the capitals used and affected by the operations and the appropriateness of the mitigation strategies implemented;
- reviewing the effectiveness of the process for identifying, assessing and reporting on significant internal financial-control, fraud and IT risks as related to financial reporting;
- reviewing internal audit assessment on the effectiveness of the risk management process;
- reviewing the insurance cover in place and associated claims history;
- evaluating the performance of the risk committee;
- reviewing the risk committee report for inclusion in the 2016 integrated annual report; and
- approving its annual work plan for 2017.
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.
On behalf of the risk committee
1 March 2017
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