Report of the audit committee

 
The Peregrine audit committee is a subcommittee of the board of directors. It assists the board through advising and making recommendations on financial reporting, risk management and internal controls, external and internal audit functions and the statutory and regulatory compliance of the group, but retains no executive powers or responsibility. It is an advisory committee that plays an objective, independent role as overseer in all financial matters affecting the board.

The audit committee has adopted formal terms of reference, which have during the course of the current year, been reviewed and updated in line with regulatory changes. The committee acts on behalf of all group companies that have not established their own audit committees.

Role of the committee
In conducting its business, the committee is authorised by the board to investigate any activity within its terms of reference. Members may obtain external legal or professional help when they consider this to be necessary and have unrestricted access to the group’s management, employees and the minutes and reports of subsidiary audit and other committees.

In line with its charter, the key responsibilities of the committee include: 
review of the annual financial statements, interim announcements and any other announcements regarding the group’s results or other financial information to be made public, prior to submission and approval by the board; 
ensure the accuracy of financial information and compliance thereof with applicable accounting standards, JSE listings as well as legal requirements; 
appoint the internal and external auditors and monitor their independence; 
determine the fees for audit engagements and approve the nature and extent of any non-audit services that the external auditors may provide; 
review and approve external and internal audit plans, budgets and staffing to ensure that they effectively address the critical risk areas of the business; 
review significant audit findings and management’s responses thereto in relation to reliable reporting, corporate governance and adequate and effective internal control, and 
review the effectiveness of the system for monitoring compliance with laws and regulations and the results of management’s follow-up of instances of non-compliance. 
 
The group audit committee is assisted with the discharge of its responsibilities through regular reports by the committees of underlying subsidiaries and through reports of the internal and external auditors.

Composition and meetings of the committee
The committee should comprise at least two independent non-executive directors and the chairman of the board should not serve on the audit committee. Throughout the current financial year, the committee comprised Steven Stein (Chairman) and Clive Beaver.

View details of the committee members. Fees paid to the committee members are detailed in note 4 to the annual financial statements.

No less than four audit committee meetings are held annually. Meetings are attended by the group financial director, head of group legal and compliance, members of management and representatives of various other committees in the group, as considered appropriate and representatives of both the internal and external auditors.

Details of meetings held during the course of the year and attendance thereat are set out in corporate governance.

The auditors have unrestricted access to all records, assets and employees of the group, as well as to the chairman of the audit committee.

The audit committee also meets separately with the external auditors and internal auditors without members of executive management being present. Minutes of the meetings of the committee are circulated to all directors and supplemented by a report back by the audit committee chairman at each board meeting. The chairman of the committee is required to attend all statutory shareholder meetings in order to answer questions on the committee’s activities.

Statutory functions and auditor independence
In execution of its duties during the past financial year, the audit committee has: 
nominated for appointment as auditor of the company a registered auditor who, in the opinion of the audit committee, was independent of the company; 
determined the fees to be paid to the auditor and the auditor’s terms of engagement; 
ensured that the appointment of the auditor complies with the Companies Act and any other legislation relating to the appointment of auditors; 
determined the nature and extent of any non-audit services which the auditor may provide to the company, and 
pre-approved any proposed contract with the auditor for the provision of non-audit services to the company and reviewed the fees paid to the auditors for non-audit services. 
 
As part of its review of auditor independence, the appointed auditors are required to satisfy the audit committee that the delivery of non-audit services does not compromise their independence.

The audit committee confirmed the appointment of PKF (Jhb) Inc. as the lead auditors of Peregrine group with KPMG Inc and Deloitte & Touche auditing certain subsidiaries of the group. The committee is satisfied that all of the auditors are independent of the company and the subsidiaries that they audit.

Review of financial statements
The directors accept ultimate accountability for the preparation of the annual financial statements that fairly present the results of the group in accordance with the Companies Act and International Financial Reporting Standards (IFRS).

The external auditors are responsible for conducting their audit in accordance with International Standards on auditing and reporting on the fair presentation of the financial statements as set out in their report in report of the independent auditors.

Following our review of the annual financial statements for the year ended 31 March 2009, the audit committee is of the opinion that, in all material respects, they comply with the relevant provisions of the Companies Act and International Financial Reporting Standards and their interpretations issued by IFRIC, and that they fairly present the results of operations, cash flow, and the financial position of the group. Expertise and experience of financial director In terms of the JSE Listings Requirements, the audit committee confirms that it is satisfied as to the expertise and experience of the group financial director.

The committee confirms that it has functioned in accordance with its terms of reference for the 2009 financial year and that this report to shareholders has been approved by the board. On behalf of the audit committee.


Steven I Stein
Chairman
Audit committee
3 June 2009