Page 29 - Stellar IAR2015

BOARD COMMITTEESThe Audit and Risk, Remuneration, Nominations and Social and Ethics Committees are sub-committees of the Board. The Board and its sub-committees have adopted charters and terms of reference that set out their roles and a clear division of responsibilities. This ensures a balance of power and authority so that no one individual has unfettered powers of decision-making.AUDIT AND RISK COMMITTEEThe Audit and Risk Committee comprises three independent non-executive directors and is chaired by Ms J de Bruyn.Audit and Risk Committee meetings are held at least 3 times per year and, where appropriate, is attended by the external auditors or the executive directors. The external auditors have unfettered access to the Chairman of the Audit and Risk Committee.The Audit and Risk Committee assists the Board in discharging its duties relating to the oversight of the following:• risk management, control and governance;• the quality and integrity of the Group’s reporting practices and controls and the integrated reporting (including nancial statements)of the Group;• the external auditor’s quali cations, independence, and performance;• the performance of the internal audit functions, if any; and• the Group’s process for monitoring compliance with laws and regulations and the code of ethics.The Audit and Risk Committee considers the Group and Company annual nancial statements of Stellar Capital to be a fair presentation of their nancial positions at 30 November 2015 and the results of their operations, changes in equity and cash ows for the year then ended in accordance with International Financial Reporting Standards and the Companies Act No. 71 of 2008.REMUNERATION COMMITTEEThe Remuneration Committee comprises three non-executive directors of whom two are independent and is chaired by Mr PJ van Zyl. Remuneration Committee meetings are held at least three times a year and where appropriate the Chief Executive O cer and Chief Financial O cer attend meetings by invitation.The Remuneration Committee is responsible for the remuneration policy and determining and approving the remuneration of the Group’s executives.NOMINATIONS COMMITTEEThe Nominations Committee comprises three non-executive directors of whom two are independent and is chaired by the Chairman of the Board, Mr DD Tabata.The Nominations Committee meets at least twice a year. Responsibilities of the Nominations Committee include: • reviewing proposals for executive and non-executive appointments;• reviewing proposals for the appointment of the Company Secretary; and• performance evaluation of the Board, individual directors and the Company Secretary.The procedure for appointments to the Board is formal and transparent. Appointments are a matter for the Board as a whole which is assisted by the Nominations Committee.SOCIAL AND ETHICS COMMITTEEThe Social and Ethics Committee comprises three non-executive directors of whom all are independent and is chaired by the Chairman of the Board, Mr DD Tabata.The Social and Ethics Committee monitors the Group’s performance in social and economic development, good corporate citizenship and transformation.STELLAR CAPITAL PARTNERS | 25