OUR GOVERNANCE
Corporate governance framework
Our governance framework is defined by the Constitution, PAA, certain regulations issued in terms of the PAA and good governance best practices. We fully adhere to most King IV principles. In line with best practice, we rotate the members of our governance structures and annually perform independent reviews of their effectiveness. We also regularly fine-tune our internal governance framework to enhance our leadership decision-making processes.
The Standing Committee on the Auditor-General
Scoag is an oversight mechanism aligned to section 55(2)(b)(ii) of the Constitution and section 10(3) of the PAA.
Legislative duties of Scoag
- Protects the independence, impartiality, dignity and effectiveness of the auditor-general (section 2(c)(i))
- Provides advice to the National Assembly (section 2(c)(ii))
- Provides general oversight in terms of section 55(2)(b)(ii) of the Constitution (section 10(3))
- Gives an opinion on the appointment of the deputy auditor-general (section 31(1))
- Gives an opinion on regulations (section 52(2))
Performance matters
Strategic plan and budget
- Considers the strategic plan and budget and recommends its submission to the Speaker for tabling in the National Assembly – sections 38(2)(a) and 38 (3)
- Provides an opinion on audit fees – section 23(1)
- Considers reports from the deputy auditor-general on any actual or impending revenue under- collection, shortfalls in budgeted revenue and overspending of the budget or expenditure not in accordance with the budget – section 43(5)(b)
Annual report
- Considers the annual report, the financial statements and the audit report on these statements – section 41(5) (and refer to section 10(1) and (2))
- Agrees on retaining the surplus – section 38(4)
- Considers audit committee concerns – section 40(6)(b)(iii)
- Appoints an external auditor – section 39(1)
Audit matters
- Provides an opinion on the standards applied to audits, the nature and scope of audits and procedures for handling complaints when auditing – section 13(1)(a), (b), (c)
- Consults on the Code of conduct for authorised auditors – section 12(3)(b)
Quality management assessment committee
Mandate
The quality management assessment committee (QMAC) oversees the system of quality control at the AGSA. It assesses quality control based on input from our Quality Management business unit and the Independent Regulatory Board for Auditors (IRBA). This ensures that we adhere to professional standards and legal requirements, and that our audit reports are in line with accepted international standards.
We submit all quality control monitoring review reports to QMAC, which considers whether we have correctly evaluated the quality assessment ratings for those engagement managers subjected to a quality review. The QMAC also reviews and approves our policies and processes for monitoring quality compliance.
The QMAC consists of the auditor-general, the deputy auditor-general, a member of the audit committee and an additional external member co-opted by the auditor-general.
MEMBERS
| Ms Tsakani Maluleke, 49 (Chairperson) Appointed 2021 Attendance: 100% |
Ms Linda de Beer, 49 CA(SA) Appointed 2015 Attendance: 50% R29 475 |
| Zubair Wadee, 46 CA(SA), BAcc, MCom, CIMA Appointed 2023 Attendance: 100% |
Ms Grathel Motau, 50 CA(SA) Appointed 2022 Attendance: 66% R80 662 |
| Mr Vonani Chauke, 48 Appointed 2021 Attendance: 100% |
The QMAC convened three times during the year and considered the following matters:
- ISQM methodology
- The IRBA review of the AGSA’s quality management unit reviewers
- Outcome of the committee on differences of opinion
- Proposed quality ratings
- System of quality management (SoQM) external review programme
- QMAC work plan
Advisory committee on material irregularities
Mandate
The advisory committee on material irregularities (ACMI) was established in terms of section 5(2)(b) of the PAA as part of the MI process to deal with the issuing of a certificate of debt where a financial loss was suffered by the state. The committee is mandated to hear oral representations by accounting officers or members of an accounting authority and to advise the auditor-general on the issuing of a certificate of debt. The committee is independent and comprises multi-skilled and professionally qualified members appointed by the auditor- general. The mandate and functions of the committee are set out in the terms of reference of the committee. The material irregularity unit (MIU) provides administrative services to the committee.
The ACMI met to hear oral representation on one MI on 22 August 2023, 19 October 2023, and 20 and 21 November 2023.
MEMBERS
|
Mr Nano Matlala |
Prof. Peter Goss |
|
Dr Ina Botha |
Ms Jane Masite |
|
Mr Herman Thlako |
Mr Michael Bourne |
|
Mr Grant Dunnington |
Audit committee
Mandate
Section 40(1) of the PAA mandates the auditor-general to establish an audit committee and appoint its members. The audit committee does not have managerial responsibility, but reports to the auditor-general and Scoag on:
- whether our internal controls and risk management are adequate and effective
- its evaluation of our annual financial statements
- its opinion of whether our chief financial officer and finance function have the necessary financial expertise to fulfil their responsibilities
The committee consists of three independent, non-executive members. Their skills and competencies align to their duties and cover business, financial and risk management matters.
MEMBERS
|
Ms Grathel Motau, 50 (Chairperson) CA(SA) |
Mr Cedrick Mampuru, 49 |
|
Ms Carol Roskruge, 51 |
The audit committee met five times during the year to consider, and where appropriate, approve:
- the status of our internal controls and risk management
- Internal audit short, medium and long-range work plans.
- progress of the internal and external audits
- the integrated annual report and audited financial statements
- our sustainability and performance information
- the recommendation to Scoag to appoint the external auditor and their work plans.
- review of the chief financial officer and finance function’s capacity and expertise to fulfil their responsibilities
- monitor the complaints management system
- the early adoption of new accounting standards
- the annual assessment of the audit committee members
- mitigation that the AGSA implemented to improve quality management
The committee’s report can be found on page 101.
Remuneration committee (Remco)
Mandate
The auditor-general determines the terms and conditions of employment of all employees in the organisation. The remuneration committee (remco) provides the auditor-general with specialised advice on remuneration and related issues, which she considers before making a final decision. It also provides advice on industry developments in remuneration frameworks. We review the remuneration committee is annually for independence.
In addition, the amended PAA mandates remco to make recommendations to the independent commission for the remuneration of public office bearers on the salary, allowances and benefits of the auditor-general.
MEMBERS
| Mpho Nkeli, 58 (Chairperson) MBA Appointed 2021 Attendance: 100% Experience: 15 years of executive experience. Was chairperson of the Commission of Employment Equity. R – no remuneration accepted |
Ms Tantatswa Fubu, 52 CA(SA) Appointed 2022 Attendance: 100% Experience: 31 years across diverse sectors as an audit partner and on various ethics, transformation, and remuneration committees. R174 194 |
| Ms Nazlie Samodien, 53 Master Reward Specialist Appointed 2009 Attendance: 100% Experience: 10 years of generalist HR experience and over 15 years in specialist remuneration. R161 325 |
Mr Sifiso Cele, 50 MBA, MHRP Appointed 2023 Attendance: 83% Experience: 17 years in banking sector. HR specialist. R88 243 |
| Mr Vonani Chauke, 48 Attendance: 100% |
During the year, the committee convened five times to deliberate on:
- remuneration review and benchmarking
- performance management review
- people strategy
- annual salary increase and performance bonuses
The committee’s report can be found on page 104.
AGSA executive committee
The executive committee (exco) assists the deputy auditor-general to manage the business affairs of the organisation, in line with the delegation of authority set out in the AGSA management approval framework. It also has the power to establish subcommittees to assist it. Chaired by the deputy auditor-general, the committee consists of two heads of audit, one head of specialised audit services, the chief financial officer, chief risk officer, chief technology officer and chief people officer. The exco meets once a month and, when required, holds special meetings to deal with key ad hoc governance matters.
Diversity of our exco
Profile of our exco members
