Audit and Risk Committee report

• Reviewed and approved the Committee Charter.
• Reviewed and recommended the IAR to the Board for approval.

In a closed session with the auditors, the Committee reviewed and considered the following assessments:

• The Group Financial Director.
• The finance structure.
• The Head of Internal Audit.

Overall, the Committee reflected that it was satisfied with the expertise and competency of the Group Financial Director and the finance function and identified areas for improvement. The Committee found that the Head of Internal Audit was knowledgeable and provided leadership to the department. The Chairman of the Committee provided feedback directly to the parties concerned.

• Reviewed the assessment prepared by management of the going concern status of the Group and made recommendations to the Board. The Committee is satisfied that the Group is a going concern for the foreseeable future based on the information available at the time of approval of the AFS.
• Reviewed the financial and general covenants applicable to the Group based on the lending and capital structure, which was found to have been appropriate and complied with.
• Considered matters raised relating to financial reporting and accounting practices, internal audit, contents of the Group’s and the Company’s financial statements, internal financial controls and any related matters.
• Reviewed the processes in place for reporting matters relating to financial reporting and accounting practices, internal audit, contents of the Group’s and the Company’s AFS, internal financial controls and any related matters and agreed on matters that required improvement. The Committee can confirm that there were no matters of concern noted.
• Reviewed and recommended the short and long-form announcements, interim results and AFS to the Board for approval.
• Considered accounting treatments, significant unusual transactions and key accounting judgements.
• Considered the reports of the internal and external auditors on the Group’s systems of internal control, including financial controls, business risk management and maintenance of an effective internal control system.
• Received assurance from management that proper and adequate accounting records were maintained and the systems safeguard the assets against unauthorised use or disposal.
• Reviewed the Group tax report.

Based on the above, the Committee formed the opinion that there were no material breakdowns in internal control, including financial control, business risk management and the maintenance of effective material control systems.

• Considered the quality controls processes of the external auditor and specifically audit quality reviews conducted over the designated auditor, including those performed by the Independent Regulatory Board for Auditors (IRBA) as part of its routine review process.
• Considered the appropriateness of the other auditors engaged to perform audits within the Group, being Blick Rothenberg Chartered Accountants in the UK and PKF Botswana, and deemed them appropriate.
• Reviewed the external auditors’ report on the Group Consolidated and Company AFS and the key audit matter.

• Reviewed and approved the internal audit business plan and budget.
• Performed the annual review and approval of the Internal Audit Charter.
• Reviewed the internal audit reports and processes.
• Reviewed the implementation of the internal controls projects to enable the CEO and Group Financial Director to provide a positive statement on the adequacy and effectiveness of internal financial reporting controls.

• Evaluated and reported to the Board on the effectiveness of risk management controls and governance processes.
• Reviewed and approved the risk management business plan and budget.
• Performed the annual review and approval of the Risk Management Charter.
• Reviewed the Group risk register, IT governance, and the insurance gap analysis and approved management’s steps to close gaps.