In line with the requirements of the Act, Messrs JS Mthimunye, GD Harlow and NN Lazarus SC were elected members of the committee at the annual general meeting that was held on Tuesday, 22 November 2011.
Members of the ARCC during the period under review included the following directors:
Mr JS Mthimunye (Independent non-executive chairman)
Mr GD Harlow (Independent non-executive director)
Mr NN Lazarus SC (Non-executive director), and
Ms LM Tyalimpi (Independent non-executive director)
Ms LM Tyalimpi resigned from the board on 30 August 2011. On the recommendation of the ARCC, the board appointed Mr JS Vilakazi to the committee in February 2012. All of the members of the ARCC, save for Mr Lazarus SC, are independent non-executive directors. Mr Lazarus SC has specialist professional skills and experience and makes an important contribution to the work of the committee.
The committee meets quarterly and the quorum for an ARCC meeting is three members present throughout the meeting. Mandatory attendees at the meetings are the joint chief executive officers, the financial director of Blue Label and the financial director of TPC. The audit partner from PwC and a director from KPMG Services Proprietary Limited to whom Blue Label outsources its internal audit function are also attendees. Both internal and external audit are afforded the opportunity to address the meeting. They have unlimited access to the chairman of the committee. The internal audit function reports directly to the ARCC and is also responsible to the financial director on day-to-day administrative matters.
Refer to page 39 for the attendance register of the committee.