The audit committee (the committee) is pleased to present the audit committee report, which is reflective of the committee's independent role with accountability to the board and shareholders, for the year ended 31 December 2022.
The committee is an independent, statutory committee whose members are appointed annually by Exxaro's shareholders in compliance with section 94 of the Companies Act and the principles of good governance. In terms of the Companies Act, this committee has an independent role with accountability to the board of directors and shareholders of the company. The committee does not assume the functions of management, which remain the responsibility of the executive directors, prescribed officers and other members of senior management, nor does it assume accountability for the functions performed by other committees of the board of directors. In addition to the Companies Act, the committee's duties are guided by the Listings Requirements and King IV TM.
The committee is governed by its terms of reference that codify its role and responsibilities. To assist the board of directors, the committee plays an essential role in providing independent oversight of:
The committee members are elected annually at the AGM by shareholders on recommendation by the board of directors (through the nomination committee). The board of directors ensures, through its recommendations, a balance of skills and experience with specific focus on financial literacy, to enable the committee to discharge its function. Members of this committee consist only of independent non-executive directors.
For the year under review, the committee consistently had four independent non-executive directors. The board of directors is satisfied that the committee members have the necessary academic qualifications or experience in economics, law, corporate governance, finance, accounting, commerce, industry, public affairs and/or human resource management.
In this regard, Mr Billy Mawasha was appointed as a new member of the committee at the 2022 AGM following the retirement of Mr Ras Myburgh. Ms Nondumiso Medupe's appointment as an independent non-executive director and audit committee member, effective 3 January 2023, follows Mr Vuyisa Nkonyeni's decision to stand down as a member and chairperson of the audit committee, due to his long tenure, at the upcoming AGM. Ms Nondumiso Medupe's appointment will be submitted for shareholder approval at the AGM on 18 May 2023.
The CEO and finance director, together with members of the executive team and senior management representing areas relevant to discussions of the audit committee, as well as the independent external auditor, the chief audit officer and chief risk officer, attend meetings either by standing invitation or as and when required.
The internal and external auditors also have unrestricted access to the audit committee.
During 2022 the committee held four scheduled meetings, as determined by its terms of reference and two special meetings. The committee's attendance of almost 100% illustrates high levels of engagement and commitment by our audit committee members.The following table provides an overview of designations and members' attendance at meetings held during the period under review.
|Member||Designation||Attendance at four quarterly
|Attendance at two special
|Mr Vuyisa Nkonyeni||Independent non-executive director and chairperson||4/4||2/2|
|Mr Billy Mawasha*||Independent non-executive director||3/3*||2/2|
|Mr Isaac Mophatlane||Independent non-executive director||3/4||2/2|
|Mr Ras Myburgh**||Independent non-executive director||2/2**||0/1**|
|Ms Chanda Nxumalo||Independent non-executive director||3/4||2/2|
Two additional sessions are held annually with the independent external auditor and independent internal auditor, respectively, where management are not present, to facilitate an exchange of views and concerns to further strengthen independent oversight by the committee.
The terms of reference were reviewed and enhanced in accordance with the 2022 IoDSA guidance for audit committees and approved by the board of directors. The terms of reference continue to be aligned with legislation, regulations and King IVTM.
The committee has considered and reviewed an internal assessment of the expertise and experience of Mr Riaan Koppeschaar, the finance director, and is satisfied that he has the appropriate experience and expertise to execute his responsibilities. The evaluation also considered the appropriateness of the expertise and adequacy of resources in the finance function.
The independent external auditor for the 2022 financial year was KPMG, with its delivery partner, AM PhakaMalele, the appointment being approved by shareholders at the AGM held 25 May 2022. The committee, having assessed the suitability of the appointment of the external auditor and designated audit partner, is satisfied that KPMG is independent of the group as per section 94(8) of the Companies Act.
The committee executed its responsibility in assessing the suitability of the external auditor and designated individual auditor as required by paragraph 3.84(g)(iii) of the Listings Requirements by considering the relevant information pursuant to paragraph 22.15(h) of the Listings Requirements, and has been provided with all decision letters and/or explanations issued by IRBA as well as summaries regarding monitoring procedures and deficiencies issued by the external auditor.
Fees paid to KPMG for 2022 and PwC for 2021 are disclosed in note 6.1.3. Exxaro has an approved policy to regulate the use of non-audit services by the independent external auditor, which differentiates between permitted and prohibited non- audit services, and specifies a monetary threshold against which approvals are considered.
During the review period, PwC, the former independent external auditor, was paid R0.2 million (2021: R30 million) for statutory audit services and R1.67 million (2021: R8 million) for non-audit services.
KPMG was paid R3.75 million as an interim audit fee and R23.43 million for the statutory audit services. The committee is satisfied with the level and extent of non-audit services rendered by PwC. KPMG, in terms of its policy, is not allowed to perform non-audit services.
The audit committee is satisfied that Ms Safeera Loonat, as designated individual auditor, is accredited and appears on the JSE List of Auditors in compliance with section 22 of the Listings Requirements.
During 2022, KPMG partnered with AM PhakaMalele, a Level 1 B-BBEE company, to honour Exxaro's commitment to transformation.
To allow for audit firm rotation and, notwithstanding the fact that the board of directors was satisfied with the independence, conduct and quality of internal audit services rendered by EY, the committee recommended the appointment of a new independent internal auditor through a formal process. Following an open tender process, the board of directors, on recommendation of the audit committee, appointed PwC as the group's new internal auditor from 1 July 2022. To continue strengthening the internal audit function, to be fit for purpose, adding value and given Exxaro's evolving business model, the internal audit approach was refreshed with key features. In line with Exxaro's commitment to transformation, PwC has partnered with a Level 1 B-BBEE company, Ngubane & Co, to fulfil the internal audit function.
The internal audit function is partially co-sourced to PwC under the management control of Exxaro's chief audit officer. Their responsibilities are detailed in an internal audit charter approved by this committee, which is reviewed and approved annually.
The main function of internal audit remains to express an opinion on the effectiveness of governance, risk management and systems of internal controls as well as the internal control environment within the group. Furthermore, the internal audit function provides an independent, objective assurance and consulting service designed to add value and improve the organisation's operations. The committee is pleased with the overall performance of the internal audit function services provided by PwC.
The group and company annual financial statements 2022 were prepared by management, reviewed by the committee and the board of directors, and audited by the independent external auditor. The committee is satisfied that the group and company annual financial statements 2022 comply with the relevant provisions of the Companies Act, IFRS, interpretations issued by IFRIC, the Listings Requirements as well as applicable accounting policies and practices. The committee is also satisfied that the group and company annual financial statements 2022 fairly present a balanced view of the group and company's financial position, financial performance and cash flows for the year.
The committee, with input and reports from the independent internal and external auditor, reviewed the system of internal financial reporting procedures, as underpinned by the enterprise risk management framework, during the year. This review included consideration of all Exxaro entities within the consolidated group to ensure that the committee had access to all financial information to allow for effective preparation and reporting on the group and company annual financial statements 2022. Informed by these reviews, the committee confirmed that there were no material findings that came to the attention of the committee to indicate ineffectiveness of internal financial reporting controls during 2022.
As required by King IV TM, assurance was broadened to cover all sources of assurance, including external assurance, internal audit, management oversight and regulatory inspections. In addition, the combined assurance model was expanded to incorporate and optimise all assurance services and functions so that, taken as a whole, these enable an effective control environment and also support the integrity of information used for internal decision making by management, the governing body and its committees and of the organisation's external reports.
An annual audit plan is submitted for approval to this committee, detailing all proposed assurance activities within the group, including the level of assurance to be provided. This committee ensures alignment of the combined assurance plan, internal audit plans and external audit plans. Risk acceptance, level 1 finding disclosure process and risk extension requests are adopted as protocols.
It is the committee's role to review the effective establishment and operation of combined assurance within the group. To this end, the company established the combined assurance framework. The committee is satisfied that the combined assurance framework, constituted as a working group, serves as a platform to coordinate Exxaro's assurance functions, specifically the internal assurance functions, including internal audit, and externally sourced independent assurance functions. In addition, the combined assurance framework coordinates assurance coverage for Exxaro's risk exposure as identified and ranked by Exxaro's risk management functions, including optimisation of assurance functions aligned with King IV TM recommended assurance practices. The combined assurance framework is an internal management structure and forms part of the internal governance structure of the entity and, along with the rest of the internal governance structure, falls under executive oversight.
The committee is satisfied with the arrangement in place for ensuring an effective and efficient combined assurance model within the group.
In terms of King IV TM, the committee exercises oversight of technology and information governance. In addition, the committee governs technology and information in a way that supports the organisation in setting and achieving its strategic objectives.
During the period under review, major IM initiatives included enhancing cybersecurity controls and awareness, drafting a ransomware policy and response plan, and upgrading end-user device security. Control measures to close the gap between residual and desired cybersecurity risk increased. The committee monitored progress and management provided comprehensive quarterly updates.
The committee exercised oversight over the following matters in 2022:
Other key issues that received attention during the year included, among others, the following:
The table below shows the key focus areas for the committee.
|Review the strategy in relation to deployment of new post-modern ERP solutions to ensure acceptable cost, risk and alignment with the Exxaro strategy.||Ongoing|
|Ensure alignment of the combined assurance process, internal audit plan and external audit plan in terms of a risk-based approach.||Achieved|
|Review Exxaro's future strategy relations to insurance cover and self-insurance, taking into account global resistance to thermal coal and insurance market.||Ongoing|
|Continued to oversee the project plan for financial and risk-based disclosures in terms of Exxaro's aim to comply with TCFD.||Ongoing|
|Approve the levels of materiality to be used for internal audit (including audit protocols and classification of findings) and consider levels of materiality for the independent external auditor.||Achieved|
|Oversee transition plans for internal and external audit functions.||Achieved|
During the period under review, in accordance with King IV TM recommendations, an independent evaluation of the performance and effectiveness of the committee was performed. The aim of the evaluation was to identify and record areas in need of strengthening and/or refinement while considering internal and external dynamics and factors that may positively or negatively impact the committee's ability to enhance its performance and effectiveness in these areas. An area of ongoing focus which was identified during the evaluation process is the digitalisation of insourced internal audit services. It concluded that the committee functions effectively.
The committee, in carrying out its duties, has due regard to its terms of reference, the Companies Act, the Listings Requirements, as well as the principles and recommended practices of King IV TM. The committee is satisfied that it has considered and discharged its responsibilities in accordance with its terms of reference and confirms that it fulfilled its mandate and responsibilities in terms of the Companies Act, the Listings Requirements and King IV TM.
On behalf of the audit committee
Mr Vuyisa Nkonyeni
Audit committee chairperson
14 April 2023