CAV Annual Report 2021

The delegation of authority to Sub-Committees or Management does not in any way mitigate or dissipate the discharge of their duties and responsibilities of the Board. Notwithstanding these delegations, the Board has reserved for itself certain decisions to ensure that it retains proper direction and control, in particular regarding significant strategic, financial, statutory and regulatory matters. Each Board Committee acts within approved terms of reference and the Chairperson of each committee reports on the activities of the committee to the Board. The Chairperson of each committee is a Non- Executive Director. The Board had two sub-committees during the year under review, namely: • Audit and Risk Committee; and • Human Resources and Remuneration Committee a) Audit and Risk Committee The Audit and Risk Committee is an independent committee appointed by the Board. This Committee is responsible for the recommendation of financial policies, budgets and goals to the Board. It reviews theCompany’s financial performance against its set objectives and risk and operates in accordance with an approved Terms of Reference. The Board is in the process of appointing an independent member to serve on this Committee. The terms of reference stipulate the membership and tenure of the members of the Committee. Executive Management is required to attend the committee meetings by invitation. Roles and Responsibilities: • Review and approve the internal audit plan, ensuring that all material risks areas are adequately covered; • Review and approve the internal audit charter; • Review internal audit reports and effectiveness of internal audit; • Recommend the appointment of external auditor and oversee the external audit process; • Review and recommend the annual financial statements as well as the accompanying reports to the Board for approval; • Ensure compliance with PFMA, PPPFA, Companies Act and related regulations; • Ensure effective communication between the internal auditors, external auditors and management;

of how the board operate as well as the type of decisions to be taken by the board and which decisions should be delegated to other Sub-Committees and Management. The Board retains full and effective control over the operations of the organisation and has delegated some of its powers to the Board Sub-Committees. 1.6. TENURE OF THE BOARD Each director shall be required to hold office for a maximum period (a term) of three (3) years, unless the Member/s extend the term of office of such a director. Unless the director’s term is extended, at the expiry of three (3) years, such director shall automatically retire from office and newly elected directors shall assume office as Director(s). Retiring directors shall be eligible for re-election up to a maximum of one Board term. 1.7. SKILLS, KNOWLEDGE, EXPERIENCE, DIVERSITY AND ATTRIBUTES OF DIRECTORS The Board considers that the skills, knowledge, experience, diversity and attributes of the directors as a whole are appropriate for their responsibilities and the Company’s activities. The directors bring a range of skills to the board including: • Aerospace and Defence Industry experience; • Understanding of the economics of the sector in which the Company operates; • Knowledge of the regulatory environments in which the Company operates; and • Human Resources, Financial, supply chain, infrastructure development, strategy and policy development experience and knowledge The skills and experience profile of the Board and its committees are to be reviewed to ensure an appropriate and relevant composition from a governance, succession and effectiveness perspective. 1.8. BOARD SUB-COMMITTEES In exercising control of the Company, the directors are empowered to delegate to various board and executive committees. The committees have specific terms of references, appropriately skilled members and access to specialist advice when necessary.

CENTURION AEROSPACE VILLAGE NPC I ANNUAL REPORT I 2020/21

38