Interfront 2023 Annual Report

48 INTERFRONT ANNUAL REPORT 2023 Board Committees The Terms of Reference for the Board committees are reviewed and approved by the Interfront Board, except for the joint SARS/Interfront Audit and Risk Committee. The latter’s Terms of Reference are approved by the Shareholder. Where relevant, the Terms of Reference address the committee’s purpose and responsibilities, number of meetings, composition, attendance at meetings by permanent invitees or ad-hoc members, voting rights and other related matters. Audit and Risk Committee None of the members of the Audit and Risk Committee are executive directors of Interfront, and therefore they are independent. The Audit and Risk Committee members have the necessary financial literacy, skills and experience to discharge their duties effectively and efficiently. The Internal Audit attends all committee meetings and the Auditor-General of South Africa (AGSA) is invited to all meetings, and they present their reports to the committee on completion of the audit. Interfront’s financial statements are reviewed by the Audit and Risk Committee. Thereafter, the statements are recommended for Board approval. The Interfront Risk Register and a report on progress regarding mitigating actions are likewise tabled at committee meetings. The committee reports annually on the effectiveness of internal control and other matters as per its mandate, and its report can be found on page 56 of this Annual Report. Remuneration, Social and Ethics Committee The Terms of Reference for the Remuneration, Social and Ethics Committee require that no fewer than three members be appointed and that the committee should have at least two meetings in each financial year. The revised Terms of Reference of the Remuneration, Social and Ethics Committee were approved by the Interfront Board at its meeting held on 7 November 2022. Previously the Committee comprised: Ms Yolandé van der Merwe as Chairperson, and Ms Vonani Calphornia Ntlhabyane and Mr Mustaq Enus-Brey as members. The executive directors and the Executive: Talent are permanent invitees. After the resignation of Ms Yolandé van der Merwe as non-executive director, Mr Stewart van Graan was appointed as the Chairperson of the Remuneration, Social and Ethics Committee in September 2022. Mr Van Graan’s resignation as independent, non-executive director in