CORPORATE Governance Report continued
key performance indicators within the framework of a pre-determined maximum cap on bonuses for both employees and executive directors. Annual bonuses and basic pay are complemented by participation in share-based schemes. Transformation Committee See Transformation Report on page 44. Regulatory and legislative compliance A checklist detailing compliance with the JSE Listings Requirements is completed annually by each of the directors and the Company Secretary. Areas of non-compliance, if any, are highlighted and steps put in place to ensure compliance going forward. The checklist completed for the year reflected full compliance by Aspen. During the year the Group assessed its legislative compliance with the applicable South African acts. The Aspen legal department was tasked with reviewing compliance going forward by: • Confirming which department heads are custodians of relevant acts; • Consulting with and offering interpretation to the custodian of the relevant act; • Reviewing measures taken by the custodian to achieve compliance; • Reporting shortcomings or non-compliance to the Group Chief Risk Officer who in turn will present such findings to the Audit & Risk Committee; • Discussing shortcomings at management meetings; and • Monitoring the introduction of new legislation. The legal department will in future be required to present an annual evaluation of legislative compliance and any shortcomings to the Group Chief Risk Officer who, in turn, will present such findings to the Audit & Risk Committee. The Group has a formal intellectual property forum which manages Aspen’s intellectual property and compliance with legislation in this regard. Each relevant manufacturing facility completes a summary report on compliance which is submitted to the forum, which completes a summary report of risks and strategic issues to be reviewed. The forum then tables these reports at the appropriate management meetings for resolution. Accounting and auditing External audit The external auditors are responsible for reporting on whether the financial statements are fairly presented in compliance with IFRS. Their audit includes an assessment of selected internal controls. The preparation of the financial statements and the adequacy of the system of internal control remain the responsibility of the directors. Where appropriate, independent external consultants are appointed for non-audit purposes. Non-audit services are disclosed in note 25 to the annual financial statements. During the year non-audit services primarily involved the due diligence exercise performed in respect of the bid for PLIVA dd, assistance with the IFRS conversion process and some tax advice. The Group’s policy is to use its auditors for non-audit services such as tax and accounting where the use of other consultants would not make sound commercial sense. However the auditors are not used as the Group’s primary tax consultants.
Aspen Annual Report 2006