OUR GOVERNANCE

Driving Value Creation

Audit and Risk Committee (ARC)

Committee purpose and how it contributes to value creation

The committee supports the Board of SAICA in discharging its oversight responsibilities and function over SAICA and the SAICA Group. The committee’s primary responsibility is to provide oversight of the financial reporting process, the audit process, SAICA’s system of internal controls and compliance with laws and regulations. Through this committee, the Board also ensures that the Institute maintains a robust process for identifying prioritising, managing, mitigating, monitoring and reporting critical risks
This report from the ARC provides a summary of the committee’s work during the 2024 financial year. It is reported that the ARC has complied with its responsibilities and has covered the scope of the agreed work plan in discharging its responsibilities in line with its approved terms of reference. The ARC is accountable to the Board and has an oversight function for matters reported below
The assurance expressed by the ARC is based on the work of different assurance providers such as the external audit performed by Mazars, internal audit, and internal assurance providers provided by the Institute, notably the ones of risk and compliance and the finance unit. The ARC gains insights into key activities and associated risks through a review of management reports and by engaging with various relevant stakeholders

Chairperson

Brenda Tsvetu (until 23 May 2024)
Tintswalo Mofokeng (from 11 June 2024)

Members of committee in the period 1 January 2024 to 31 December 2024 and attendance

Brenda Tsvetu (100%)
Tintswalo Mofokeng (100%)
Alice le Roux (from 11 June 2024) (100%)
Babalwa Bekwa (until 11 June 2024) (100%)
Yongama Madolo – Independent Non-Board Member (100%)
Anusha Teeruth (Naidoo) – Independent Non-Board Member (100%)

Meeting attendance

100%

Declaration

The committee met eleven times (six standard meetings scheduled and five special meetings dealing with AFS, IR and Balance Scorecard finalisation) during the year and reports that for the year ended 31 December 2024, it is satisfied that it has fulfilled its responsibilities in accordance with the Companies Act, the Board Charter, the Committee Terms of Reference, King IV™ and other applicable standards and codes.

Key focus areas and value creating activities for the period under review

Meetings with Management and the Finance Function

During 2024, the ARC met frequently with Management, reviewed the 2025 annual budget and recommended to the Board the approval of the 2024 annual budget
The ARC conducted an evaluation of the performance of the Chief Financial Officer and the finance function. While the assessment confirmed improvements in several areas, the committee also identified specific aspects requiring further enhancement − particularly the strengthening of financial controls to support the accuracy and reliability of reports submitted to governance structures. The ARC will monitor the implementation of corrective and improvement initiatives throughout the 2025 financial year

External Auditors

The ARC recommended the re-appointment of Mazars as SAICA’s external auditors for the FY2025 which was subsequently approved at the Annual General Meeting of the Institute
The ARC held discussions with the external auditors throughout the year to keep the committee briefed on the audit progress and all audit and accounting issues
The ARC regularly assesses the external auditor’s independence, including the absence of conflicts of interest, and is satisfied with the independence and objectivity of the external auditors. The ARC reviewed the annual audit plan and considered the scope and fees to be paid to the auditors. There were no non-audit services provided by the external auditors during 2024
The ARC conducted an evaluation of external audit’s performance and is satisfied with its outcome

Internal Audit

The internal audit unit is an independent outsourced function of SAICA with a direct reporting line to the ARC. The internal audit coverage plan for 2024 was approved and implemented. The ARC took note of the outcome of the internal audit performance evaluation, together with key conclusions and recommendations raised. The committee also monitored the status of implementation of internal audit action plans
Internal audit performed additional reviews in the year under review within the set limits and the scope of work and the fee was approved by the ARC
The outsourced firm completed its contract term in the 2024 financial year; a new firm has been appointed to perform the internal audit function from 2025
The ARC conducted an evaluation of internal audit’s performance for 2024 and is satisfied with its outcome

Combined Assurance, Risk and Compliance Management

The ARC addressed various aspects of risk management and regularly reviewed SAICA’s risk and combined assurance activities. SAICA received an opinion of ‘Satisfactory’, that is, controls evaluated are adequate, appropriate, and effective to provide reasonable assurance that risks are being managed and objectives should be met on risk management as expressed by the internal auditors
The ARC continued to oversee the implementation of the action plans arising from SAICA’s Enterprise Risk Management (ERM) maturity assessment
The ERM maturity has been evaluated at Level 3 (foundational) as a result of control weaknesses identified in key areas of the business that need to be focused on in the 2025 financial year
The ARC conducted an evaluation of the performance of the risk and compliance function and noted several concerns. As a result, this area has been identified as a key focus for the new financial year

Annual Financial Statements

The ARC examined SAICA’s 2024 financial statements prepared in accordance with the International Financial Reporting Standards (IFRS) and has discussed with the external auditors, in the presence of SAICA’s management and in private, to obtain an understanding of the audit procedures applied
Based on the work undertaken and the information received (including the opinion from the external auditor on the separate and consolidated financial statements and a representation letter from the management of SAICA), the ARC confirms that the separate and consolidated financial statements of SAICA present a true and fair view of the financial position of SAICA as of 31 December 2024, in accordance with IFRS. On this basis, the ARC recommended the group financial statements of SAICA to the SAICA Board of Directors of which the Board has approved the submission of the SAICA separate and consolidated financial statements to the members of SAICA on 30 April 2025
The ARC concurs and accepts the conclusions of the external auditor on the annual financial statements and is of the opinion that the audited separate and consolidated financial statements be accepted and read together with the report of the external auditors

Integrated Report

The committee reviewed the content of the integrated report ensuring it is presented in accordance with the Integrated Reporting Framework and recommended it for approval to the Board. An independent limited assurance on the review of the SAICA’s Annual Integrated Report was provided by the external auditors
The Board approved the submission of the SAICA Annual Integrated Report on 30 April 2025 for approval by members at the Annual General Meeting on 28 May 2025

Future focus areas 2025

The ARC remains committed to strengthening SAICA’s risk management practices with the aim of advancing the overall maturity level to Level 4 (Proactive), as defined in the risk maturity model. This includes embedding risk management into strategic and operational decision-making and fostering a risk-aware culture across the organisation
In addition, the ARC will continue to monitor the effectiveness of SAICA’s internal control environment and recommend enhancements where necessary to support continuous improvement in the control framework including:

Improving compliance monitoring and reporting processes
Strengthening the integration of risk, compliance, and performance management
Oversight of the implementation of audit findings and management action plans
Monitoring the quality and timeliness of financial and operational reporting management

These focus areas reflect the committee’s commitment to advancing governance maturity and strengthening assurance across the SAICA Group.