1.  Composition

The Audit Committee (hereinafter ‘the Committee’) is an official committee of the National Council, and consists of four members, namely:

• one National Council representative, who acts as chairperson;
• the FEDSAS Chief Executive;
• and two other, non-executive members appointed by the National Council.

The National Chairperson and Deputy Chief Executive shall be entitled to seats on the Committee at all times.

The external auditors and Financial Manager shall attend the meetings of the Committee by invitation, but shall not be members.

Committee members serve for a period of three years, and are appointed by the National Council.

The minimum requirements for membership are:

• the willingness and ability to make useful contributions;
• integrity, independent judgement and commitment;
• insight into FEDSAS affairs, products and services, and knowledge of the entity’s risks and controls; and
• applicable financial expertise, and knowledge of the latest accounting and reporting standards as well as risk management. 

2.  Secretariat 

The National Office will provide secretarial support to the Committee. 

3.  Objectives 

• The objectives of the Audit Committee are as follows:
• To support the FEDSAS National Council in performing its duties, namely to safeguard all FEDSAS assets; to develop, implement and monitor sufficient systems and controls; to manage risks, and to prepare the annual financial statements
• To enhance the independence and objectivity of councillors, executive management and external auditors
• To improve communication, and enhance contact, mutual understanding and trust between councillors, management and external auditors
• To strengthen external auditors’ responsibility and accountability
• To assist in creating a climate of discipline and control, which will reduce opportunities for fraud
• To maximise the cost-effectiveness of the external audit
• To strengthen the objectivity and credibility of financial reporting

4.  Activities

The Committee’s activities are advisory, and primarily entail making recommendations for approval by the National Council. The Committee’s principal duties are as follows:

• To consider all financial statements, interim reports and accounting policies before approval by the National Council
• To recommend to the National Council and Annual General Meeting the appointment of external auditors, and particularly to satisfy itself as to the independence of such external auditors
• To consider and discuss the extent of the audit
• To ensure that the audit plan addresses the critical risk areas
• To check management’s response to reported internal control deficiencies, and to make recommendations for improvement
• To evaluate and monitor audit fees
• To recommend financial policy and procedures to the National Council, and to monitor their application
• To identify risks, monitor risk management, and report on it to the National Council
• To coordinate and supervise any internal audit
• To implement and monitor effective and efficient management information systems
• To identify significant transactions that do not form part of the organisation’s business, and report on these to the National Council
• To ensure compliance with statutory transactions
• To monitor ethics in the conduct and procedures of FEDSAS, its executive management and staff, particularly with regard to potential conflicts of interest and the violation of ethical principles
• To perform all activities delegated to it by the National Council from time to time

5.  Meetings

Committee meetings shall be convened by the chairperson.

The Committee shall meet as required, but at least twice a year.

Except in extraordinary and urgent circumstances, notices of meetings containing the date, time and venue as well as the agenda points of the meeting shall be provided to all Committee members at least four (4) days prior to meetings.

A minimum of two (2) members constitute a quorum.

6.  Procedure 

The procedure for Committee proceedings shall be determined by the Committee itself, and shall otherwise be in accordance with the FEDSAS constitution and normal meeting procedures.

The Committee secretary shall minute all Committee proceedings. With the approval of the Committee chairperson, any National Council member shall be entitled to a copy of such minutes.

All minutes of the Committee shall be submitted to the National Council.

7.  General

 In performing its duties in terms of this charter, the Committee shall be entitled to obtain such professional or other external advice as it may deem necessary.

The National Council shall see to it that the Committee has access to professional advice from both within and outside FEDSAS in order to enable the Committee to perform its duties.

The National Council may, at its discretion, amend this charter from time to time.