The directors will conduct an annual review of the Company’s internal controls, and report their findings to shareholders. This review will cover financial, operational and compliance controls, as well as a review of the risk management policies and procedures of the Company. As the company grows in size, an internal audit committee will be established in accordance with the Mauritian Code of Governance.
The audit committee has been set up as a link between the Board, internal audit and external auditors. Its responsibilities include, but are not limited to, reviewing the appropriateness of the Company’s accounting policies, assessing the effectiveness of the internal control processes, reviewing the annual financial statements before their submission to the Board, discussing the results of the external audit process with the external auditors, and providing guidance to the risk management function. The audit committee is also responsible for the company risk management function.
An audit committee has been established, whose primary objective is to provide the Board with additional assurance regarding the efficacy and reliability of the financial information used by the directors, to assist them in discharging their duties. The committee is required to provide comfort to the Board that adequate and appropriate financial and operating controls are in place, that significant business, financial and other risks have been identified and are being suitably managed, that the financial director has the appropriate expertise and experience and that satisfactory standards of governance, reporting and compliance are in operation. The committee will set the principles for recommending the use of the external auditors for non-audit services.
The following independent non-executive directors have been appointed to the audit committee:
- Laurent Marie
- Yusuf Sooklall
Audit committee meetings are held as and when required.
Laurent Marie has been appointed as the Chairman of the Audit Committee as of 19 November 2015. Grant Ramnauth, the former Audit Committee Chairman, resigned from the board with effect from 18 November 2015. The Chairman of the board is not the chairman of the audit committee. The Chairman of the Audit Committee has experience in accounting and financial matters.
The audit committee has considered and are satisfied with the experience and expertise of the financial director.
Internal Audit & Compliance
The internal auditor assists the Board and management with the monitoring of the risk management process.
The Company operates in a highly regulated environment. The Board has set up a framework for an effective internal audit function. In this respect, Marthinus Wolmarans was appointed to review the effectiveness and adequacy of internal controls within the company. The recommendations of Marthinus Wolmarans are submitted to the Board for approval. It must be noted that Go Life International has no managerial structure and no employees.
The internal audit function is to ensure that there is an additional oversight to ensure compliance with the regulatory authorities.
The auditor of the Group is Grant Thornton Mauritius and it has performed an independent and objective audit of the Group’s annual financial statements for the year ended 31 December 2015. The statements are prepared in terms of the International Financial Reporting Standards (IFRS). Quarterly reports are not audited. The auditors of the Group for the year ended 31 December 2014 were BDO & Co.
Board Risk Committee
As reported fort the year ended 31 December 2015, the Company is young and relatively small and there is no urgency to establish a separate committee and the issues normally tended to by such committee is being addressed by the Corporate Governance Committee.
The Board is responsible for risk management and to ensure that the procedures are in place within the organisation for risk management; for the definition of the overall strategy for risk tolerance; and for the design and implementation of the risk management processes.
Company’s policy on risk management encompasses all significant business risks including physical, operational, business continuity, financial, compliance and reputational risk , which could influence the achievement of the Company’s objectives.
During the course of the year, the Board considered the Company’s responsiveness to changes within its business environment. The Board is satisfied that there is an ongoing process, which has been operational.
It is important to note that internal control and risk management structures have been integrated in such a way that the Board of Directors ensures that the mandate stipulated in the listing particulars is carried out. Such mandate stipulates that all shareholder funds be utilised to acquire shares in Go Life Health Products.
The Investment Committee has been set up to ensure that the major investments made are in line with the Board’s strategy. The investment committee comprises the following members:
- Marthinus Wolmarans
- Gerhard Naudè
Investment Committees are held as and when required.
Code of ethics
Go Life International subscribes to the highest ethical standards and behavior in the conduct of its business and related activities.
Corporate Governance Committee
The Corporate Governance Committee’s aim is to ensure best practice of corporate governance. Since the company does not have any employees and is managed by AceTer Global Ltd, the need for a nomination committee and remuneration committee does not arise.
The members of the Corporate Governance Committee are:
- Mohamed Yusuf Sooklall (Chairperson)
- Marthinus Johannes Wolmarans
- Gerhard Jacobus Naudè
Relations with shareholders
It is the plan of Go Life International to meet with its shareholder and investment analysts, and to provide presentations on the Company and its performance. The Board shall ensure that shareholders are supplied with all the necessary information in order that they may make considered use of their votes, and assess the corporate governance of the Company.
Dealing in securities
The Board has established procedures regarding the legislation which regulates insider trading, whereby there is a closed period from the date of the financial year end to the earliest publication of the preliminary report, the abridged report or the provisional report in the case of results for a full period and from the date of the interim period end to the date of the publication of the first and second interim results as the case may be, which periods are known as closed periods. No director shall deal in the securities of the Company during a closed or prohibited period as well as whilst the Company is trading under a cautionary.
The Company Secretary or such person as may be nominated by him from time to time shall keep a record of all dealings by directors in the securities of the Company.
The Company has appointed AceTer Global Ltd to act as the Company Secretary. An independent and arms-length relationship exists due to the fact that AceTer Global Ltd provides outsource company secretarial services and is not a director or shareholder in Go Life International. The professionalism and independence of AceTer Global Ltd will thus be maintained. The board of directors has considered and satisfied itself on the competence, qualifications and experience of the Company Secretary. In considering this assessment, the board of directors considered the experience and qualifications of the Company Secretary as well as the employees of the Company Secretary. The directors will assess the on-going competency of the Company Secretary on an annual basis and in compliance with section 3.84 (i) of the JSE Listing Requirements.
The financial director is appointed as a full time executive director.
King III Checklist
The Company is required to comply with the Code of Corporate Governance in Mauritius.
In addition, the Company will be listing on AltX which requires a company of comply with the provision of Chapter 2 of the King III report. The board endorses the principles contained in Chapter 2 of the King III report on corporate governance and confirms its commitment to those principles where, in the view of the board, they apply to the business. Compliance will be monitored regularly and the baord has undertaken an internal review process in determining compliance. Where areas of non-compliance or partial compliance have been identified these have been listed below, together with the reasons therefore, as is required by King III. It should be noted that compliance with King III is not a requirement.