In response to the requirements of the Companies Act, King IV and in terms of its charter, the Committee can report as follows:

  • The scope, independence and objectivity of the external auditors was reviewed;
  • The audit firm Ernst and Young Inc. and audit partner Roger Hillen, are, in the Committee’s opinion, independent of the Group.
  • They have been proposed to the shareholders for approval to be the Group’s external auditor for the 2018 financial year;
  • On an ongoing basis, the Committee reviews and approves the fees proposed by the external auditors;
  • The appointment of the external auditor complies with the Companies Act, as amended, and with all other legislation relating to the appointment of external auditors;
  • The nature and extent of non-audit services provided by the external auditors has been reviewed to ensure that the fees for such services do not become so significant as to call into question their independence;
  • The nature and extent of future non-audit services have been defined and pre-approved;
  • No reportable irregularities were identified and reported by the external auditors to the Committee;
  • The Committee is satisfied that the internal financial controls of the Divisions and Group operated effectively throughout the year ended December 2017 and can be relied upon. In addition, the Committee is satisfied with the Group’s accounting policies and that these have been appropriately and consistently applied throughout the year ended December 2017;
  • The Committee reviewed this Integrated Annual Report and the audited consolidated Group Annual Financial Statements of Massmart Holdings Limited for the year ended 31 December 2017, and recommended them to the Board for approval;
  • As at the date of this report, no complaints have been received relating to accounting practices and internal audit of the Group or to the content or auditing of the Group’s Annual Financial Statements, or to any related matter; and
  • The Massmart website ( has a link enabling the general public to lodge complaints with the Committee. Since establishing this functionality in 2009, no complaints have been received.

In the execution of its statutory duties and in accordance with its charter, the Committee effectively discharged its responsibilities over the past financial year.


Chris Seabrooke
Chairman of the Audit Committee
29 March 2018



More information on the Audit Committee’s roles and responsibilities can be found here.

The Audit Committee comprises:

Mr Chris Seabrooke*
Committee Chairman and Independent non-Executive Director
Mr Kuseni Dlamini ^
Independent non-Executive Director and Chairman of the Board – alternate member Dr Lulu Gwagwa
Independent non-Executive Director
Ms Phumzile Langeni
Independent non-Executive Director


* Mr Chris Seabrooke was appointed Chairman of the Audit Committee on 13 September 2017.

^ Mr Kuseni Dlamini resigns as alternate member of the Audit Committee with effect
from 25 May 2018.

Mr Moses Kgosana was the Chairman and a member of the Audit Committee until his resignation from the Board and the Committee on 13 September 2017.