REPORT OF THE AUDIT COMMITTEE

This report is provided by the Audit Committee in compliance with The Companies Act No. 71 of 2008 and as recommended by King III.

Membership

The Audit Committee comprises SG Morris (chairman), LE Bakoro, L Chalker and KK Mpinga, each of whom are independent non-executive directors and who have the requisite financial skills and experience to contribute to the Committee’s deliberations. The Committee meets quarterly each year with adhoc special meetings when required and the Chief Executive Officer, the Chief Financial Officer and representatives from external and internal audit, risk and other members of the main board attended each meeting by invitation. Full details on audit committee meetings held and the member’s attendance is disclosed on page 27 on the CD contained within this integrated report.

Mandate and terms of reference

Further information with regards to the Audit Committee, including its terms of reference and procedures, is described more fully in the review from the company secretary on page 26 on the CD contained within this integrated report.

Statutory duties

The Committee adopts a work plan annually in advance in order to manage the discharge of its responsibilities under the Companies Act, King III, its own charter and the JSE regulations. In addition the Audit Committee pays particular attention to areas of significant judgement, including contract claims and profit recognition.

The Audit Committee is satisfied that it considered, executed and discharged its responsibilities during the year in accordance with its mandate as described above.

The external and internal auditors have unfettered access to the Audit Committee and its members, and both present formal reports to the Committee. The chairman of the Audit Committee meets quarterly with the Head of Internal Audit and, at least annually, the external auditors meet independently with the Committee.

Internal control

Internal audit provides the board with assurance on the group’s system of internal control, and its strategy is that of a risk-based approach along with compliance to policies and procedures. All wholly owned subsidiaries and joint ventures managed by the group are subject to the groups policies and procedures and system of internal control. In limited instances where the group does not operate as the lead partner, management and internal audit are responsible for assessing the adequacy of the control environment of these entities.

Refer to page 9 on the CD contained within this integrated report for disclosure on fraud issues identified within the year and the actions taken by management. The audit committee has considered and approved the group’s system of internal control.

Integrated reporting

The integrated report comprises the

	annual report including sustainability information,
	supplementary information to the annual report and
	the annual financial statements.

Following our review, and having regard to all material factors and risks that may impact on the integrity of the integrated report, we accordingly recommend the integrated report and consolidated annual financial statements of Group Five Limited for the year ended 30 June 2011 to the board of directors for approval on the 5th August 2011.

SG (Stuart) Morris
Chairperson of the Audit Committee

5 August 2011