Risk committee report
This is the report of the risk committee (committee) of The Bidvest Group Limited appointed for the financial year ended June 30 2016 in compliance with the Companies Act and in terms of the JSE Listings Requirements.
The committee has a charter that complies with the Companies Act and King III requirements and is approved by the board of directors (board). Copies are available either from the company secretary on request, or can be downloaded from the Company website.
Membership
The committee is appointed by the board and is made up of the following members: Messrs NG Payne (chairman: independent non-executive director), AK Maditsi (independent non-executive director: appointed May 27 2016), Mrs CWL Phalatse (independent non-executive chairperson of the board), Ms T Slabbert (independent non-executive director), and Messrs LP Ralphs, HP Meijer (appointed May 27 2016), Mrs NT Madisa (appointed May 27 2016) and Mrs GC McMahon (appointed May 27 2016) (executive directors).
As a result of the recent unbundling Messrs BL Berson and DE Cleasby resigned from the committee with effect from May 23 2016 and Mr B Joffe resigned from the committee with effect from May 27 2016.
Purpose
We have integrated King III recommendations, and these along with identified Group requirements make up the overall function of the committee being:
| – | setting out a formal policy and plan for the management of risks; |
| – | reviewing and assessing the integrity and effectiveness of the risk management process annually; |
| – | considering annually the consolidated risk assessment results and determining trends, common areas of concern, emerging risks, and the most significant risks for reporting to the board; |
| – | monitoring and reviewing changes in stakeholders’ expectations, corporate governance codes and best practice guidelines relating to risk issues; |
| – | reviewing and approving the insurance renewal programme; and |
| – | assisting the board with activities relating to the governance of information technology. |
Duties carried out
The committee assists the board in recognising all material risks to which the Group is exposed and ensuring that the requisite risk management culture, policies and systems are progressively implemented and functioning effectively. Management is accountable to the board for implementing and monitoring the processes of risk management and integrating this into day-to-day activities. Divisional risk committees and risk registers are established and these are communicated to a Group risk level.
An ongoing enterprise-wide risk assessment process supports the Group philosophy. This ensures risks and opportunities are adequately identified, evaluated and managed at the appropriate level in each division, and that their individual and joint impact on the Group is considered. The internal auditors assist in evaluating the effectiveness of the risk management process and comment on this in their own assessment reports.
Attendance
The names of the members who were in office during the period August 29 2014 to August 28 2015 and the details of the risk committee meetings attended by each of the members are:
| Director | November 18 2015 |
February 24 2016 |
May 25 2016 |
August 23 2016 |
|||||
| NG Payne (chair) | ✓ | ✓ | ✓ | ✓ | |||||
|---|---|---|---|---|---|---|---|---|---|
| BL Berson (resigned May 23 2016) | ✓ | ✓ | |||||||
| DE Cleasby (resigned May 23 2016) | ✓ | ✓ | |||||||
| B Joffe (resigned May 27 2016) | ✓ | ✓ | |||||||
| AK Maditsi (appointed May 27 2016) | ✓ | ||||||||
| NT Madisa (appointed May 27 2016) | ✓ | ||||||||
| GC McMahon (appointed May 27 2016) | ✓ | ||||||||
| HP Meijer (appointed May 27 2016) | ✓ | ||||||||
| LP Ralphs | ✓ | ✓ | A | ✓ | |||||
| CWL Phalatse | ✓ | ✓ | ✓ | ✓ | |||||
| T Slabbert | ✓ | ✓ | ✓ | ✓ |
| A = Apologies |
Conclusion
Following the review by the committee for the year ended June 30 2016, the committee is of the view that, in all material respects, the committee has achieved its objectives for the financial year ended June 30 2016. There were no items reported on that would indicate non-compliance to the requirements of the social and ethics committee as required in terms of the Companies Act, No 71 of 2008, as amended.
Signed on behalf of the social and ethics committee by:
Nigel Payne
Chairman