Petra Diamonds Limited
Annual Report and Accounts 2013
Corporate Governance
Report of the Audit Committee
The members of the Audit Committee (“the Committee”) are
considered to have the appropriate experience in order to monitor
and ensure the integrity of the Group’s financial, governance,
internal audit, internal control and risk management systems.
The Chairman, Mr Hamilton, spent more than 30 years as a
partner at Deloitte LLP primarily responsible for multinational
and FTSE 350 listed company audits and remains abreast
of continuing professional developments.
Mr Lowrie joined the Committee upon his appointment to the
Petra Board on 12 September 2012 and brings his many years of
business experience across international banking and financial
sectors to the benefit of the Committee.
Role of the Audit Committee
The principal functions of the Audit Committee include
the following:
to monitor the integrity of all Financial Statements issued
by the Company and any formal announcements relating to
the Company’s financial performance, reviewing significant
financial reporting judgements contained in them;
to ensure that Petra’s internal controls and risk management
systems are effective;
to review and challenge where necessary accounting policies
and practices, decisions requiring a major element of judgement,
the clarity of disclosures, compliance with accounting standards,
and compliance with regulatory and legal requirements;
to consider the need for the Company to create an internal
audit function and, if deemed appropriate, recommend
the creation of such function to the Board, ensuring
it is adequately resourced and effective;
to consider the appointment, re-appointment or removal
of the external auditors and to recommend the remuneration
and terms of engagement of the external auditors;
to assess the external auditors’ independence and objectivity;
to review the engagement of the external auditors to ensure
the provision of non-audit services by the external audit
firm does not impair its independence or objectivity; and
to give due consideration to relevant laws and regulations,
including the provisions of the Code and the requirements
of the Listing Rules.
Activity in FY 2013
The Committee invites the Group Chairman and Executive
Directors to attend the meetings as appropriate. In addition,
the Committee as a whole and, on occasion, the Chairman of the
Committee meet separately with the audit partner to discuss
significant audit, accounting and governance developments.
In addition to chairing formal meetings of the Audit Committee
and sessions with the external auditors, Mr Hamilton was regularly
in Johannesburg and met with Mr Abery and his corporate and
operational teams to discuss the financial activities of the Group.
FY 2013 highlights
Review and approval of the half-year and full-year results.
Review of the work and independence of the external auditors.
Introduction of the Group’s Anti-Bribery Policy.
Review and approval of the new Group treasury
company structure.
Oversaw the rotation process of the Petra audit partner
at BDO LLP in accordance with best practice.
Review of the FY 2013 Audit Committee Report prepared
by BDO LLP and active engagement in considering the key
audit and accounting judgements highlighted therein.
The Audit Committee had a highly productive year, working well
together to provide assurance on the Group’s financial, governance
and internal audit controls.
Gordon Hamilton, Chairman of the Audit Committee
Non-Executive Directors
Gordon Hamilton
Chairman of the
Audit Committee
Pat Bartlett
Tony Lowrie
(appointed 12 September 2012)
Gordon Hamilton
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