In discharging its responsibilities, the board of each group company relies on management and various committees to ensure compliance with policies and procedures established to achieve the objectives of each group company's stakeholders and adhere to sound corporate governance.
The board is also encouraged to seek independent professional advice where necessary to ensure its responsibilities are properly discharged.
The boards of the group's companies are represented by executive and non-executive directors. Non-executive directors bring external judgement on issues of strategy, performance, minority rights protection where applicable and expertise on relevant markets.
A non-executive chairman provides discerning leadership to the board, enabling members to properly fulfil their duties in ensuring the highest levels of accountability and business integrity.
The CEO plays a significant and strategic role in the company's operational success and drives the group to achieve its financial and operating goals.
The directors are assisted in performing their duties on group company boards by appointing working committees. The main board delegates responsibility for implementing group strategy to executives and management. Management is also responsible for establishing and implementing effective systems of internal control and risk management to ensure business is conducted responsibly, and for supporting implementation of group strategy.
These committees advise the board on specialised and technical aspects, and support the board in ensuring its oversight responsibilities are effectively discharged.
Each business silo has a technical advisory committee comprising senior management of that business. Independent non-executive members are invited to join these committees, adding independence and suitable industry expertise. These entities act as advisory committees to the group and are responsible for:
The country executive committees are involved in the day-to-day activities of the business, responsible for monitoring and reporting to the technical advisory committee on internal controls and management while ensuring the effective implementation of related decisions. They operate as a medium of communication and co-ordination between the business units, the technical advisory committee and the boards of the various business units.
The quality, integrity and reliability of the company's risk management are delegated to the group risk committee.
The committee's objective is to assist group boards in discharging their duties on corporate accountability and the associated risk in terms of management, assurance and reporting. The committee reviews and assesses the integrity of risk control systems and ensures risk policies and strategies are effectively managed. It sets out the nature, role, responsibility and authority of the risk management function within the group and outlines the scope of risk management work.
The committee will monitor external developments in corporate accountability and reporting specifically associated risk, including emerging and prospective impacts. It provides an independent and objective oversight and review of information presented by management on corporate accountability and specifically associated risk, and considers reports by management, internal audit and compliance and the group audit committee to the board on financial, business and strategic risk.
The risk committee comprises the following members:
The committee is responsible for the development of policies, procedures and risk management controls in African Alliance to ensure all business activities are properly managed and to promote effective and efficient risk management and internal controls at reasonable cost.
The audit committee advises and reports to the boards on financial matters, adequacy of the risk management process and systems of internal control, including internal financial controls, accounting systems and financial reporting, and compliance with legal and regulatory requirements to ensure the effective operation of the business.
The committee provides independent assurance on the quality and reliability of both the financial information used by the boards and financial statements issued by the company in reporting adequately to stakeholders.
In discharging these duties, the committee relies on management, the risk management, compliance and statutory function, as well as external auditors to ensure these functions and objectives are properly implemented and adhered to.
The internal audit function further offers a systematic, objective, disciplined approach to evaluate and improve the effectiveness of risk management, internal controls and governance processes.
The committee is chaired by an independent non-executive director, which is vital to satisfy its objectives.
The overall objective of the audit committee is to assist directors in discharging their duties on safeguarding assets; operating adequate systems and controls; assessing going-concern status; reviewing financial information and annual financial statements provided to shareholders and others.
The audit committee is an advisory and not executive function. As such it does not perform any management functions or assume any management responsibilities. It plays an objective, independent and oversight role, and makes recommendations to the board for approval and final decision.
The audit committee comprises the following members:
Internal audit charter
To ensure the independence of the internal audit function within the group, the head of the internal audit function reports administratively to the deputy CEO of the group and functionally to the group audit committee.
To assist the committee in understanding the risks to which the group is exposed and to facilitate an appreciation of the control environment, the head of internal audit liaises regularly with the committee. This includes attending audit committee meetings as required and submitting relevant reports.
The head of internal audit is accountable to the group directors and group audit committee to:
The deal committee is constituted to approve, in advance, deals and products that meet with requirements set by the committee to best serve clients and African Alliance by leveraging off the skills base in the group.
The committee is chaired by a member appointed for the meeting, and drawn from senior executives in the group. It is driven by the deal proposer within the group who is responsible for presenting the deal but may not vote on that deal.
The remuneration committee is chaired by the non-executive group chairman and comprises at least two non-executive members at all times, ensuring objectivity and independence in its function. The committee ensures that directors, senior executives and staff members of African Alliance are fairly rewarded for their individual contributions to the group's performance and to assure stakeholders that this remuneration philosophy is set independently of management.
The principal duties of the committee include: