The committee’s activities are guided by a detailed charter informed by the Companies Act and King IV™* and the JSE Listings Requirements, which is reviewed and approved by the board annually.
The committee has executed its duties and responsibilities for the group’s financial reporting practices, internal control environment and external auditing for the review period in line with its approved charter.
The committee comprises four independent non-executive directors, and its chairman is not the chairman of the board. Members and attendance are detailed in the integrated annual report.
Biographical details of members and fees are noted in the remuneration report of the integrated annual report.
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The committee, among other matters:
The audit committee is satisfied that Deloitte & Touche is independent of the group after considering the following factors:
The committee annually reviews and approves the list of non-audit services which the auditors are permitted to perform in line with the company’s audit and non-audit services policy. There is a pre-approval process where all non-audit service engagements up to a certain threshold must be approved by the group chief financial officer, and pre-approved by the chairman of the committee. If a higher threshold is to be applied it has to be approved by the audit committee chair and thereafter by the entire committee. Bi-annually, the cumulative spend for the year to date is presented to the committee to keep track of the non-audit spend and the nature of services. The 2024 non-audit fees were 2,9% of the audit fees. This is below the group’s policy threshold of 10% of the audit fees, which is in place for non-audit services.
For the financial statements, the committee:
For internal controls and internal audit, the committee:
In terms of risk management, information technology and sustainability, the committee:
For legal and regulatory requirements, the committee:
There is an enterprise-wide system of internal control and risk management in all key operations to manage and mitigate risks. The combined assurance approach is integrated with the risk management processes to assess assurance activities across the various lines of defence.
Audit committee members include the chairman and members of other committees to ensure cross review and alignment as well as to provide input regarding management of risks and assurance activities.
The committee considered and evaluated the combined assurance framework and the assurance plans to ensure:
The committee is satisfied that the execution of the combined assurance plan from all three lines of assurance, being management, oversight forums and external assurance providers, has been satisfactorily completed during the year.
The committee considered the expertise, resources and experience of the chief financial officer, Thushen Govender, and concluded that this was appropriate.
In addition, the committee is satisfied with:
Biographical details appear in the integrated annual report.
The board is satisfied that Advocate Kgosi Monaisa has the necessary skills, experience and qualifications to discharge his duties.
All directors have unlimited access to the services of the company secretary, who is responsible for ensuring compliance with corporate governance and statutory requirements are adhered to and complied with.
The company secretary also ensures the proper administration of proceedings and matters relating to the board, as well as the shareholders, in line with applicable legislation. He is responsible for director training and induction, as well as the annual board evaluation.
The committee confirms that the company secretary maintains an arm’s length relationship with the board and directors, taking into account that the company secretary is neither a director of the company nor related to any directors.
Following its review of the consolidated and separate annual financial statements of Tiger Brands Limited for the year ended 30 September 2024, the committee believes that, in all material respects, these comply with the relevant provisions of the Companies Act and IFRS® accounting standards and fairly present the annual financial statements of the company and group for the year ended 30 September 2024. The committee has also satisfied itself on the integrity of the integrated annual report for the year ended 30 September 2024.
Having achieved its objectives, the audit committee recommended the annual financial statements and integrated report for approval by the board. The board has since approved the annual financial statements and integrated report 2024, which will be open for discussion at the upcoming annual general meeting.
On behalf of the committee
Donald Wilson
Chairman – audit committee
3 December 2024