Page 55 - CON Boardpack FEBRUARY 2020 FINAL (v5) P1 - 75_Neat

1. OBJECTIVES

The Audit Committee shall not assume the functions of management, which remain
the responsibility of the Executive and SAPPO officers.

2. AUTHORITY

The Audit Committee has the authority to execute its statutory obligations in terms

of the Companies Act and King III and serves as a separate statutory committee
appointed by the Executive Board.

The Audit Committee shall assist the Executive Board in fulfilling its oversight

responsibilities and shall perform the statutory functions of an audit committee of

public companies as required under the Companies Act, 2008 (“the Companies
Act”).

The Audit Committee forms part of a unitary board even though it has specific
statutory responsibilities over and above those assigned to it by the Executive Board.

Should differences of opinion arise between the Audit Committee and Executive
Board with regard to the Audit Committee’s statutory functions, the Audit
Committee’s decision shall prevail.

3. MEMBERSHIP AND QUORUM

The Executive Board shall present the National Council with suitable candidates for

appointment to the Audit Committee for the following year.
Members shall serve a two-year term (from AGM to AGM).

The Committee shall consist of at least 3 (three) independent non-executive
members.

A quorum shall consist of 2 (two) members, provided that they are independent
non-executive members.

The Secretary of the Organisation shall serve as the Secretary of the Committee.

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