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Governance, people
and remuneration
Audit committee
Members
Attendance
Christine Ramon (chairman)
4/4
Peter Mageza
4/4
Paul Hanratty
4/4
Jeff van Rooyen
4/4
By invitation: Group president and CEO, group CFO, head of internal audit, head of technical accounting
and financial reporting, external auditors
Key activities in 2017
•
•
Considered the appropriateness of management judgement and the accounting treatment of significant
transactions
•
•
Reviewed the appropriateness of accounting policies applied and progress on adoption of new accounting
standards
•
•
Reviewed the effectiveness of the internal audit function and its assessment of the internal financial controls
•
•
Reviewed reports from internal and external auditors and considered the appropriateness of responses
from management
•
•
Considered the independence of the external auditors and reviewed the limits on non-audit services
•
•
Considered the consequences of new mandatory audit firm rotation regulations
•
•
Evaluated the solvency, liquidity and going concern status of the group
•
•
Confirmed the integrity of the integrated report and annual financial statements
•
•
Reviewed group tax exposures and assessed the appropriateness of the group’s tax policies
•
•
Assessed revenue leakage control environment and assessed related leakage exposure for the group
•
•
Reviewed group treasury reports, group funding requirements, credit ratings and recommended financing
proposals to the board
•
•
Received regular updates from management on the repatriation of funds from sanctioned territories
•
•
Reviewed fraud and whistleblowing reports and that appropriate management action is taken as regards
the control environment and consequence management
•
•
Reviewed the trading and market updates and the interim and full year results announcements
•
•
Reviewed the expertise, experience and performance of the finance function and group CFO
•
•
Reviewed progress on litigation and legal exposure.
Mandate
The audit committee assists the board in discharging its duties by monitoring the strength of the
operational, financial and control processes. These include internal financial controls and ensuring that
assurance services and functions enable an effective control environment and that these support the
integrity of information produced in compliance with applicable legal and regulatory requirements.
Key focus areas for 2018
•
•
Implement a model to separate and strengthen the second and third lines of defence in the organisation
•
•
Further strengthen the internal control environment
•
•
Monitor regulatory compliance and further strengthen maturity of compliance structures
•
•
Continue to focus on ethics and culture
•
•
Review progress on adoption of new accounting standards
•
•
Extract efficiencies of a combined assurance model
•
•
Continue to facilitate a fair and balanced approach to corporate reporting.
Christine Ramon
Chairman
“The role of the audit committee has never been more fundamental in ensuring
that trust and integrity are maintained over corporate reporting, entrenched
by the efficiency of internal controls, the effectiveness of the internal audit
function, the independence of external auditors and optimised through a
combined assurance model.
The group has made substantial progress on improvements in the internal control
environment, most notably in its larger operations in South Africa and Nigeria.
Sustaining the actions initiated and maintaining the positive momentum remain
a priority. Internal controls relating to subscriber registration, cyber security and
Mobile Money were key focus areas during 2017.
The implementation of a revised second and third line assurance model will
gear the organisation to deal with the challenges faced and strengthen the
current combined assurance model. These actions will be supported by
initiatives to standardise policies and procedures across the group.
Despite the progress noted to date, MTN faces challenges posed in conflict markets such as Syria,
Afghanistan, South Sudan and Yemen, coupled with regulatory uncertainties in markets such as Benin,
Cameroon and Rwanda.”
More information on the audit committee is set out in the audit committee report in the AFS.
AFS
MTN Group Limited
Integrated Report 2017
63