The committee is responsible for assessing the independence of non-executive directors and identifies and evaluates suitable candidates for appointment to the board to ensure that the board is balanced and able to fulfil its function as recommended by King IV. The committee also recommends to the board the re-appointment of directors and succession planning for directors including the chief executive and senior management. In FY19 the focus was on succession planning for the chief executive and the review of director tenure. The focus for FY20 will be on the appointment of new non-executive directors, enhancement of the composition of board committees and equitable distribution of committee work, amongst others.

The committee’s main objective is to assist the board in fulfilling its oversight responsibilities, in particular evaluating the adequacy and efficiency of accounting policies, internal controls and financial and corporate reporting processes. In addition, the committee assesses the effectiveness of the internal auditors and the independence and effectiveness of the external auditors. In FY19, the committee reported that: PwC and the individual audit partner, the designated external auditor, are accredited and independent; it considered all key audit matters and is comfortable that they have been adequately addressed and disclosed; there were no reportable irregularities; is of the view that the arrangements in place for combined assurance are adequate and are achieving the objective of an effective, integrated approach across the disciplines of risk management, compliance and audit; the internal audit function is very strong and the CFO and finance team are competent; and recommended the AFS to the board.

The committee identifies material risks to which the Group is exposed and ensures that the requisite risk management culture, policies, and systems are implemented and functioning effectively. The committee is also responsible for the governance of IT. Cyber security, IT infrastructure, digital transformation and innovation, disaster recovery and system availability and stability were focus areas for FY19. These and joint venture/sub-contractor partner due diligence will continue to be focus areas in FY20.

The committee is empowered by the board to assess and approve the broad remuneration strategy for the Group, the operation of the short-term and long- term incentives for executives across the Group and sets short-term and long-term remuneration for the executive directors and members of the executive committee. Work done in FY19 included a comprehensive remuneration benchmark exercise and review of the rules, criteria, targets and allocations for performance-related pay schemes. In FY20 the committee will continue to promote the Group’s strategic objectives through fair and transparent remuneration and re-align the two long-term incentive schemes to achieve internal equity. Please refer to the detailed remuneration report.

The committee’s responsibilities are in line with legislated requirements and codes of best practice. It monitors the Group’s compliance in relation to social and economic development, good corporate citizenship, environment, occupational health and public safety, labour and employment as well as the Group’s code of ethics and sustainable business practices. The major focus in FY19 was on activities relating to transformation and B-BBEE, social and economic development, small business development and stakeholder engagement. The focus for FY20 will continue to be on transformation, B-BBEE and employment equity.

Bidvest’s Code of Ethics can be found in the Governance Report, page 13. An Ethics Line is in use (0800 50 60 90 or bidvest@tip-offs.com).

The role of the committee is to review potential mergers, acquisitions, investment and other corporate transactions in line with the Group’s levels of authority. The key focus area in FY19 included the consideration and evaluation of proposed investments, disinvestments and expansion opportunities. In FY20 the focus will continue to be on the Group’s long-term growth strategy and creating the platform to access new markets.