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MultiChoice South Africa Holdings Proprietary Limited
Integrated annual report 2018
71
Corporate governance review
(continued)
•
establishing and implementing business
continuity arrangements that allow the
group to operate under conditions of
volatility, and to withstand and recover
from acute shocks
•
integrating and embedding risk
management in the business activities
and culture of the group
•
review and approve the legal compliance
policy and recommend such policy to the
board for approval
•
overseeing compliance
•
review and approve the information and
technology charter and recommend such
charter to the board for approval, and
•
overseeing technology and information
management.
MultiChoice does not have a nominations
committee or a social and ethics committee.
The role and responsibilities of the
nominations committee are fulfilled by the
remuneration and equity committee. In terms
of the Companies Act, MultiChoice is
exempted from establishing a social and
ethics committee as it is a subsidiary of
Naspers Limited, which has a social and
ethics committee that deals with the
responsibilities of a social and ethics
committee on behalf of MultiChoice and
other Naspers Limited subsidiaries. The chair
of the MultiChoice board is a member
of the Naspers social and ethics committee
and reports to the social and ethics
committee in relation to the triple context on
behalf of MultiChoice. Enhanced reporting on
social and ethics issues is planned for the
year ahead. This will be done to the
MultiChoice board by its chair.
h
approve, recommend and annually review the
internal audit charter for recommendation to
the board for approval
h
oversee the internal audit function as provided
by the Naspers internal audit department and
assist the board in fulfilling its responsibilities
h
monitor compliance with the board-approved
group levels of authority
h
approve all related-party transactions
h
evaluate legal matters, which may affect the
financial statements, and
h
establish procedures based on the whistle-
blower policy for the receipt, retention and
treatment of complaints received by the group
regarding accounting, internal control or
auditing matters, risk management and
management or other fraudulent activities,
including procedures for confidential,
anonymous reporting by employees in
respect of questionable matters.
Risk committee
The risk committee’s primary roles and
responsibilities are to:
h
review and monitor implementation of a risk
management policy and plan
h
make recommendations to the board
concerning risk indicators, levels of risk
tolerance and risk appetite (namely the
board’s propensity to take appropriate levels
of risk) as well as the limit of the potential
loss, and that the group has the capacity
to tolerate, and
h
exercise ongoing oversight of risk
management and ensure that the following
results are achieved:
•
assessing risks and opportunities
emanating from the total environment in
which the group operates and resources
that the group uses and affects
Our board
(continued)