THE AUDIT COMMITTEE
THE INVESTMENT COMMITTEE
The board is satisfied that it has an independent Audit Committee.
This committee comprises a majority of independent, non-
executive directors and is chaired by Steve Booysen. The chief
executive officer, chief financial officer and major financial
and corporate disciplines throughout the group, also attend
committee meetings.
The Audit Committee met three times during the year under
review. In terms of the provisions of the Companies Act and its
mandate, the committee attends to the following:
� Annual internal and external audit planning and budgets;
� Internal and external audit reporting;
� Integrated reporting;
� Integrity of controls and financial disclosure;
� Appointment of external auditors and verification of independence;
� Approval and recommendation of the annual financial reports,
distribution to shareholders, liquidity and solvency tests
and compliance assurance in terms of the Companies Act,
IFRS and accounting policies;
� Governance frameworks;
� Tax strategy and risk; and
� Combined assurance in terms of risk, audit and compliance.
It ensures appropriate reporting of the going concern recommendations
and supports the board actively in ensuring that
appropriate corporate governance and information technology
frameworks are in place and are being maintained as such.
The Audit Committee annually considers the major tax strategies
and risks in terms of legislation, structuring of proposed
transactions and prevailing tax issues affecting the group
through the Tax Risk Committee.
The Investment Committee comprises non-executive directors
only. The executive directors attend the meetings as well. This
committee met four times during the year under the guidance
of its chairman, Steve Booysen. This committee is responsible for
various matters and its mandate has been expanded to include
the management of liabilities as well. The committee attends to:
� Investment philosophy and investment management;
� Growth transactions and joint venture partnerships;
� Investment performance;
� Funding requirements and equity structuring;
� Liability management;
� Review of post-implementation audit reports regarding
investments made.
During the year under review, the committee provided invaluable
guidance and direction in terms of two major potential
growth transactions, one of which was KLK Landbou.
THE NOMINATION COMMITTEE (“NOMCO”)
This committee met twice during the year and is chaired by
Danie Minnaar, chairman of the board. It comprises non-
exe cutive directors only and meetings are attended by the chief
executive officer and the company secretary. Nomco is the
caretaker of governance and compliance with King IV and the
board charter and is mandated to:
� Consider the composition of the board of directors, taking
the business and size of the company and the commercial
and sector imperatives in which the company operates, into
account;
� Determine and recommend targets for race and gender
representation;
� Determine the independence requirements and the appointment
of a lead independent director;
� Identify the required fields of knowledge, skills, experience,
culture, age, gender and race in order to service such requirements;
� Ensure a transparent and formal nomination, election and
ultimately an appointment process;
� Invite nominations for candidates for appointment, subject
to the provisions of the Companies Act and the Codes on
Corporate Governance;
� Recruit and appoint candidates that meet the “fit and
proper” criteria as directors; and
� Evaluate the performance, efficiency, balance and diversity
of the board of directors.
62 ROOTED IN AGRICULTURE