Report of the Audit and Risk Committee

1. Introduction

The Committee is pleased to present its report for the financial year ended 31 December 2023. The Committee confirms that it has adopted formal terms of reference as its Audit and Risk Committee Charter (the Charter) and has discharged all of its responsibilities for the current financial year in compliance with the Charter. The report has been prepared based on the requirements of the Companies Act, King IV Report on Corporate Governance for South Africa, 2016 (King IV Code/King IV), the Listings Requirements and other applicable regulatory requirements. The report provides an overview of the work done by the Committee during the year under review.

2. Objectives

The overall objectives of the Committee are to:

  • Ensures that appropriate financial reporting procedures exist and are operating, which should include consideration of all entities included in the consolidated and separate IFRS financial statements, to ensure that it has access to all the financial information of Merafe to allow Merafe to effectively prepare and report on the financial position of the Group and Company;
  • Assess the adequacy of the internal financial controls and the accounting systems, including the Company's authority framework;
  • Oversee a process by which internal audit performs an assessment of the effectiveness of the company's system of internal control and risk management, including internal financial controls;
  • Review the summarised financial statements, interim financial statements and annual financial statements and recommend these to the Board for approval;
  • Assess and evaluate the Group and Company's combined assurance and provide independent oversight of the effectiveness thereof;
  • Nominate the external auditor who in the opinion of the Committee is considered independent for appointment, determine and approve external audit fees, set the Company and its subsidiaries (the Group) policy on non-audit services provided by the external auditor and ensure that the appointment complies with legislation;
  • Ensure that the appointment of the external auditor is presented and included as a resolution at the forthcoming annual general meeting of Merafe shareholders pursuant to section 61(8) of the Companies Act;
  • Monitor compliance with legal requirements and debt covenants;
  • Recommend budgets and plans to the Board;
  • Consider and recommend to the Board any dividend;
  • Conduct periodic reviews and assessments of the business risks the Group faces by considering Merafe's and the Glencore Merafe Pooling and Sharing Venture (Venture) risk reports;
  • Receive and deal with any concerns from within, outside the Company or on its own initiative in relation to accounting practices, internal audit of the Company or any related matter and ensure that all issues are addressed;
  • Make submissions to the Board on any matter concerning the Group and Company's accounting policies, financial control, records and reporting. This includes a review of key matters requiring judgement, such as impairment;
  • Review the Company's related party transactions;
  • Receive and deal with any concern or complaints from the whistleblowing line, whether from within or outside the company;
  • Perform duties that are attributed to it by the Act, the Johannesburg Stock Exchange (JSE) and King IV Code; and
  • Consider the JSE's proactive monitoring reports.

The objectives of the Committee were adequately met during the year under review.

3. Composition of the Committee

The Committee consists of three independent non-executive directors, all with the necessary qualifications and experience to execute their responsibilities, with two members forming a quorum.

The members of the Committee are all independent non-executive directors of the Group and include:

Name Attendance
Ms M Vuso (Chairperson) 3/4
Mr K Tlale 4/4
Ms N Mabusela-Aikhuere 4/4

The Committee is satisfied that the members thereof have the required knowledge and experience set out in Section 94(5) of the Companies Act and Regulation 42 of the Companies Regulation, 2011.

In addition, Ms Z Matlala, Mr D Chocho, Mr A Mngomezulu and Deloitte and Touche are permanent invitees to the meetings. Internal auditors are invitees to all meetings. At the date of this report, there have been no changes to the composition of the Committee. Members of the Committee are independent and are nominated annually by the Board for re-election at the Annual General Meeting. Independence of the long-standing Committee members is assessed annually by the Remuneration and Nomination Committee of the Board. Additionally, every second year, the Committee performs a self-evaluation of their competence and performance via a structured checklist.

At least once a year, a session is held with the independent external auditor where management is not present as a way to strengthen the independent oversight role of the Committee. The session facilitates an exchange of views and concerns about the scope of the audit.

4. Meetings held by the Committee

The Committee performs the duties laid upon it by Section 94(7) of the Companies Act by holding meetings with the key role players on a regular basis and by the unrestricted access granted to the external auditors.

The Committee held four meetings during the year, and the quorum was met at all the meetings. Refer to the composition of the Committee for meeting attendance.

5. 2023 Overview

The CEO and FD have outlined the controls over financial reporting and presented these to the Committee. The Committee believes that Merafe's internal controls can be relied upon as a reasonable basis for the preparation of the consolidated and separate financial statements. The Committee has considered the key audit matters in the independent auditor's report and is satisfied that it is correctly presented. The key audit matters assessed relate to the impairment of the Group's net assets in accordance with the requirements of IAS 36: Impairments of Assets. The Committee reviewed the approach to the impairment assessment and the assumptions and sensitivities underlying the model. The Committee is satisfied with the conclusion reached.

The Committee considered work done and progress made by management and their advisors on the SARS' letter of audit findings for the 2016 and 2017 years of assessment. The Committee considered any risks this matter presented and put mitigating measures in place. It also considered the Company's accounting treatment and disclosure of the matter. The Committee considered the contribution of the Eastern PGMs operations to the Venture. The Committee satisfied itself with this transaction's accounting treatment and disclosure in the 2023 results.

The Committee reviewed Merafe's Risk Policy and Framework to ensure continued relevance and assessed performance against the risk appetite statements.

The Committee considered the nature of the operations, risks and internal control environment at the Merafe head office and continued to rely on the internal audit function at the Venture, which provides reports to the Merafe head office on a quarterly basis. The Committee has satisfied itself with the internal audit function at the Venture through the review of their scope of work, quarterly review of their reports and evaluation of their findings and is satisfied that there were no material areas of concern that would render the function ineffective.

The Committee reviewed the 2024 budgets and 2025/6 plans, which were recommended to the Board.

The Committee retained the appointment of an independent internal auditor from an external firm to focus on assignments specific to Merafe head office. The audit scope for 2023, which was risk-based, was considered and agreed upon. The Committee has also satisfied itself with the scope of work relating to and the findings and remediations arising from the internal audit assignments specific to Merafe head office, which were carried out.

The Committee reviewed the independence, effectiveness and overall performance of the internal audit function. The Committee is of the opinion that nothing has come to the attention of the Committee that caused it to believe that the Group's system of internal controls and risk management is not effective and that the internal financial controls do not form a sound basis for the preparation of reliable financial statements. The Committee is satisfied with the effectiveness of the internal audit function.

The Committee also reviewed all legal and regulatory matters that could have a significant impact on the Group and is satisfied with the compliance thereof.

The Committee reviewed the summarised financial statements, interim financial statements and consolidated and separate financial statements and recommended these to the Board for approval.

The Committee is satisfied that it has discharged its duties as set out in its terms of reference for the year under review.

6. External auditor

The Committee, having considered all relevant matters, satisfied itself through enquiry that auditor independence, objectivity and effectiveness were maintained in 2023. The Committee has considered the external auditor suitability assessment in terms of paragraph 3.84(g) read with paragraphs 3.86 to 3.87 of the Listings Requirements.

The Committee, in consultation with executive management, agreed to the terms of the engagement. The audit fee for the external audit has been considered and approved, considering factors such as the timing of the audit, the extent of the work required and the scope.

In line with a documented policy on the nature and extent of non-audit services the external auditor can provide to the Company, the Committee pre-approves all audit and permitted non‑audit services by the external auditor. This is to ensure further that the independence of the external auditor is maintained. For the year, these services comprise income and royalty tax reviews.

Deloitte and Touche have served as the Company's external auditor since 4 May 2017. The performance of the external auditor is reviewed by the Committee annually. The Committee also considered and is satisfied with the quality of the audit for the year under review.

7. JSE proactive monitoring

The Committee is committed to quality financial reporting. Accordingly, the Committee regularly reviews and considers the JSE proactive monitoring reports to ensure that, where applicable, the recommendations are implemented in the preparation of the annual financial statements.

8. Financial reporting

The review of the consolidated and separate financial statements is also the responsibility of the Committee. The Committee has evaluated the consolidated and separate financial statements of the Company for the year ended 31 December 2023 and, based on the information provided to the Committee, considers that they comply, in all material respects, with the requirements of the various statutes and regulations governing disclosure and reporting.

9. Financial Director and finance function

The Committee reviewed the performance, experience and expertise of the Financial Director, Ditabe Chocho, and continues to be satisfied with his suitability to hold office as the Financial Director in terms of the Listings Requirements. The Committee also considered the appropriateness of the expertise, continued improvement and adequacy of the finance function. The Committee is satisfied that no material areas of concern would render the internal financial controls ineffective.

10. Consolidated and separate annual financial statements

Having taken all of the above assessments into account, the Committee recommended the approval of the consolidated and separate financial statements for the year ended 31 December 2023 by the Board.

Matsotso Vuso CA (SA); CD (SA); RA
Chairperson – Audit and Risk Committee

15 March 2024