CONSTITUTION

 

The Corporate Services Committee of the NWGB is established in terms of section 16A of the North West Gambling Act (Act no 2 of 2001), as amended. The Corporate Services Committee has been established by the Board of Directors to act in the capacity of a Corporate Services Committee in respect of the entity and thereby to assist the Board with regard to matters set out below in the terms of reference.

 

 

DUTIES AND RESPONSIBILITIES OF THE COMMITTEE

 

The Committee has the duty and responsibility to:

 

Specific Responsibilities

 

HUMAN RESOURCES

 

  • Oversee the establishment and maintenance of a remuneration philosophy and policy that will promote the achievement of the strategic objectives and performance in line with the objectives of the Board;
  • To formulate and recommend to the Board the remuneration of employees for approval by the Board;
  • To formulate and recommend to the Board the remuneration of Board Members for final approval by the Board;
  • Consider the submissions from management and make recommendations to the Board in relation to approval, review or amendment of internal HR policies, strategies, organogram, etc. (including the remuneration strategy of the NWGB);
  • Receive and consider reports and submissions from Management on compliance with HR policies, Acts and Programmers e.g. Occupational Health, Wellness Program, Skills Development, Employment Equity, Performance Management, Human Resources Plan, etc.;
  • Oversee the Board’s plans for management succession and employee development;
  • Provide guidance on the overall development of Human Resources policies and procedures as well as monitor their application;
  • Perform such other functions that from time to time may be assigned to it by the Board; and
  • Oversee preparation of senior level succession planning other than for the CEO and ensure development/training strategies are in place for the organization.

CORPORATE SERVICES COMMITTEE

COMPLIANCE COMMITTEE

 

CONSTITUTION

 

The Compliance Committee of the NWGB is established in terms of section 16A of the North West Gambling Act (Act no 2 of 2001), as amended.

 

ROLE AND FUNCTIONS OF THE COMMITTEE

 

  The Committee shall be responsible for:

 

Considering and rendering advice to the Board on investigation reports, investigation methods, the licensing, regulatory compliance, gambling audit processes and technology that could improve the effectiveness of NWGB operators.

 

 

CONSTITUTION

The Audit Committee is constituted in terms of section 77 of the Public Finance Management Act (PFMA). The Audit Committee has been established by the Board of Directors to act in the capacity of an Audit Committee in respect of the entity and thereby to assist the Board with regard to matters set out below in the terms of reference.

 

PURPOSE AND ROLE

  • The Committee is established to assist the North West Gambling Board in fulfilling its oversight responsibilities for the financial reporting process, accounting practises, information systems, the system of internal control, the audit process, and the company’s process for monitoring compliance of laws and regulations and the code of conduct.
  • The Audit Committee will facilitate and promote direct communication between the Board, management, the external auditors (Office of the Auditor General South Africa) and the Chief Audit Executive (Internal Audit).
  • Provide support to the Board on the risk appetite and risk management of the entity.
  • It should have a role that is both objective and independent, that operates as an overseer and makes recommendations that does not intrude into the area of Management.
  • Introduce such measures that may serve to enhance the credibility and objectivity of financial statements and reports prepared by management with reference to the affairs of the North West Gambling Board.

 

AUTHORITY

The Audit Committee has authority to conduct or authorise investigations into any matters within its scope of responsibility.  The Audit Committee has explicit authority to investigate matters within its powers, as identified in the written terms of reference.  The Audit Committee must be provided with the resources it needs to investigate such matters and have full access to information.  The Audit Committee must safeguard all the information supplied to it within the ambit of the law.

It is empowered to:

• Appoint, compensate and oversee the work of any registered public accounting firm employed by the organisation;

• Resolve any disagreement between management and the Office of the Auditor General South Africa and Internal Audit,  regarding financial reporting;

• Pre-approve all auditing and non-audit services;

• Retain independent counsel, accountants, or others to advise the Audit  Committee or assist in the conduct of an investigation;

• Seek any information it requires from employees, all of whom are directed to cooperate with the  Committee’s requests or external parties; and

• Meet with management of North West Gambling Board, Internal Audit and the Office of the Auditor General South Africa, or outside counsel, as necessary.

 

RESPONSIBILITIES

The Audit Committee will evaluate and monitor the overall audit process and facilitate communication on audit-related matters between directors, management and auditors.  The Audit Committee will carry out the following responsibilities:

 

General

  • Review the organisation’s strategic plan and strategic management process.
  • Review the accounting policies adopted by the organisation and any proposed changes thereto.
  • Consider any other matters which may be referred to the Committee by the Board from time to time.
  • Meet at least annually with the external auditor and full Board without the executive being present.
  • Periodically review and update of the charter, at least annually, or as conditions dictate.
  • Satisfy itself that it has appropriately addressed the following areas:
  • financial reporting risks, including the risk of fraud;
  • internal financial controls; and
  • IT risks as they relate to financial reporting.

 

Financial Statements

  • Review significant accounting and reporting issues, including complex or unusual transactions and highly judgemental areas, and recent professional and regulatory pronouncements and understand their impact on the financial statements;
  • Due to its nature, specific reference is made to the review of controls and compliance matters of Supply Chain Management. The following critical areas have been highlighted:

 

 Annual review of the Supply Chain Management/ Procurement policy.

 Evaluation/review of any irregularities reported through irregular, fruitless and/or unauthorised expenditure.

 Review /evaluate any impact or changes of legislation with reference to procurement management and cost containment.

  • Review with management and the Office of the Auditor General South Africa, the results of the external audit, including any difficulties encountered;
  • Review the annual financial statements, and consider whether they are complete, consistent with information known to the Audit Committee members, and reflect appropriate accounting principles;
  • Review other sections of the annual report and related regulatory areas before release and consider the consistency, accuracy and completeness of the information;
  • Understand how management develops interim financial information, and the nature and extent of internal and external auditor involvement;
  • Review interim financial reports (quarterly) with management and the external auditors before filing with regulators, and consider whether they are complete and consistent with the information known to Audit and Risk Committee members; and
  • Review the adequacy, reliability and accuracy of the financial information provided to management and other users of such information.

 

Performance Management

Perform the functions of the performance committee with that of the Audit Committee by executing the following responsibilities:

  • Review the North West Gambling Board’s compliance with the performance management and reporting systems;
  • Review whether performance management systems reflect the North West Gambling Board’s purpose and objectives; and

AUDIT COMMITTEE

INFORMATION AND COMMUNICATION TECHNOLOGY

 

The Committee has the responsibility to:

 

  • Contribute to and approve strategic and operational plans for Information Management and Information and Communication Technology resources which align with organizational priorities;
  • Direct the undertaking of analysis or research on specific Information Management and/or Information and Communication Technology matters, as and when required;
  • Review the organization’s Information Management and Information and Communication Technology workforce capability and recommend strategies for development if required to ensure that the organization’s priorities can be delivered; and
  • To monitor the quality of IT policies and practices with regard to the support of gambling regulations.

 

FACILITIES

 

  • Review and make recommendations regarding acquisition of property including concluding lease agreements on office accommodation.

 

CORPORATE RELATIONS

 

  • Review and make recommendation to the Board regarding communication strategy.
  • Conducting hearings, enquiries and evaluations, on any matter presented before it.
  • Reviewing and enforcing the findings relating to amongst others, special investigations, illegal gambling activities, cheating activities, excluded persons and patron disputes.
  • Imposing fines and issuing warning to licensees on any non-compliance matter persecuted before it.
  • Fulfilling the function of a Bid Evaluation/ adjudication Committee, responsible for the evaluation of bid/tenders/proposals for the procurement of goods and services in excess of R500.000.00 in terms of the framework for Supply Chain Management framework and Treasury Regulations issued in terms of PFMA.
  • Monitoring adherence to the internal control procedures, compliance plans and bid deliverables by the licensees.
  • Perform such other functions that from time to time may be assigned to it by the Board.
  • To ensure that there is an effectiveness, efficiency, consistency and compliance within the gambling industry.
  • Review whether the performance reporting and information uses appropriate targets and benchmarks.
  • Recommend the approval of the quarterly Non-Financial report to the Board, after considering the adequacy and completeness of the report.

 

Internal Control

  • Consider the effectiveness of the organisation’s internal control system and Internal Audit activity.
  • Understand the scope of internal and external auditor’s review of internal control over financial reporting and obtain reports on significant findings and recommendation, together with management responses.
  • It also includes the understanding of the  extent to which resources are utilised in an efficient and economical manner and that programs are carried out as planned;
  • Review the effectiveness of the systems for monitoring compliance with laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) of any instance of non-compliance.
  • Review and approve management request for extra work to be carried out by the internal auditors in particular areas of the accounting and control systems

 

Internal Audit

  • Review with management, the Internal Audit Charter, budget, activities, staffing, skills and organizational structure of the Internal Audit;
  • The   Committee have the authority to approve and authorise the Internal Audit Charter.
  • Review and approve the Internal Audit plan, its scope and any major changes to it, ensuring that it covers the key risks and that there is appropriate co-ordination with the Office of the Auditor General South Africa.
  • Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement or dismissal of the Chief Audit Executive and or service provider appointed in terms of Treasury Regulations section 51(1);
  • At least once per year, review the performance of the Chief Audit Executive and concur with the annual compensation and salary adjustment;
  • Review the independence of the internal and
  • Review the effectiveness of the Internal Audit Activity, including compliance with The Institute of Internal Auditors’ International Standards for the Professional Practice of Internal Auditing;
  • On a regular basis, meet separately with Chief Audit Executive to discuss any matters that the Audit  Committee or the Internal Audit Activity believes should be discussed privately;
  • Review any accounting and auditing concerns identified as a result of internal audits and;
  • Review the activities of the Internal Audit Activity, including its annual work programme, coordination with the external auditors, the reports of significant investigations and the responses of management to specific recommendations.
  • The approval of deviations from the approved internal audit plan or any changes in the audit scope or approach.
  • Review quarterly reports submitted by Internal Audit to the Committee and the Board, detailing its performance against audit plan.
  • Evaluate whether senior management is communicating the importance of internal control and the management of risk; and
  • Ensure that there is co-operation and co-ordination between the internal and external audit functions.
  • Ensure that no management restrictions are being placed upon either the internal auditors.

 

External Audit

  • Review the external auditors’ proposed audit scope and approach, including coordination of the audit effort with internal audit and to ensure that the external audit scope is not restricted in any way.(Audit Strategy)
  • Discuss the extent and timing of the external auditors proposed audit coverage.
  • Review the performance of the external auditors, and exercise final approval on the appointment or discharge of the auditors and ensure that it is in accordance with Public Finance Management Act and Companies Act and any other regulations relating to such appointment;
  • Review and confirm the objectivity and independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the organisation, including non-audit services, and discussing the relationships with the auditors;
  • On a regular basis, meet separately with the external auditors to discuss any matter that the  Committee or external auditors believe should be discussed privately;
  • Review any accounting and auditing concerns identified as a result of external audit; and
  • Meet at least annually with the Auditor-General South Africa or the external auditor, whichever applicable, to ensure that there are no unresolved issues of concern.
  • Notwithstanding the above, the Committee acknowledges the right of the Office of the Auditor General South Africa to perform the external audit and to make decisions regarding the audit arising from the legislative mandate of the Auditor General South Africa.
  • Advise the board on any significant accounting and auditing problems identified by the external auditors.

 

Ethical and Compliance requirements

  • The Audit Committee shall review, with Management, the organisation’s philosophy with respect to business ethics and corporate governance, its written code of business conduct and management’s programme to monitor compliance therewith.
  • Review the effectiveness of the system for monitoring compliance with laws and regulations and the results of  management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance;
  • Review the findings of any examinations by regulatory agencies, and any auditor (Internal and External) observations;
  • Review the process for communicating the code of conduct to organisation personnel, and for monitoring compliance therewith;
  • Obtain regular updates form management and organisation’s legal counsel regarding compliance matters; and
  • Review the entity’s compliance with legal and regulatory provisions.
  • Review and make recommendations on significant cases of employee conflicts of interest, misconduct, or fraud and the resolution of these cases;
  • Review periodically the group’s code of conduct and ensure that management has established a system to enforce this code of conduct;
  • Oversee management’s monitoring of compliance with the organisation’s code of ethics;
  • Ensure that management has the proper control systems in place to ensure that any activities, reports and other financial information disseminated meets legal or regulatory requirements;
  • Receiving and dealing with complaints from within and outside the organisation, relating to either the accounting practices and internal audit function of the organisation, or the content or auditing of its financial statements or to any matter related to the aforesaid.

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