Page 29 - Learn Africa 2021 Annual Report

Learn Africa Plc
Corporate Governance Report (cont’d)

For the year ended 31 March 2021

In accordance with the provisions of Section 284 (2) of the Companies and Allied Matters Act 2020,
the record of Directors’ Attendance at Board Meetings during the year under review is available at the
Annual General Meeting for inspection.

Board Committees
The oversight role of the Board is further implemented by two (2) Committees, viz: the Finance and
Risk Management Committee (FRMC) and the Remuneration and Governance Committee (RGC),
chaired by a Non-Executive Director and an Independent Non-Executive Director, respectively. In
line with best practice, the Chairman of the Board does not sit on any of the Committees.

The Board carries out its responsibilities through these Committees, each of which has a clearly
defined charter, defining its purpose, composition, structure, frequency of meetings, duties, tenure,
reporting lines to the Board, functions and scope of authority. The Committees make recommendations
to the Board, which retains responsibility for final decision making.

Finance and Risk Management Committee (FRMC)
The Committee has oversight of the design and implementation of the Company’s financial
commitments and investments, financing plans, internal control and risk management systems. In
furtherance of this responsibility, the Committee periodically reviews and assesses the adequacy of
the Company’s internal control systems both financial and non-financial, particularly taking into
consideration the Company’s Balance sheets, capital management, as well as its credit and market
risk management. The Committee also reviews and advises the Board on accounting policies to be
used in the preparation of the Company’s audited financial statements.

During the year under review, the Committee engaged in strategic discussions on the Company’s
risk management policy (including its risk appetite and risk strategy) and undertook a review of the
Company’s risk management systems and internal control environment, including the performance
of the internal audit function (i.e. Internal Audit) and the Company’s compliance with legal and
regulatory requirements.

The Committee currently consists of six (6) members: three (3) Non-Executive Directors and three
(3) Executive Directors. The Committee meets four (4) times in each financial year, although it may
convene additional meetings as the need arises. During the period under review, the Committee met
three (3) times. Members of the Committee are as follows:

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