TERMS OF REFERENCE FOR THE APPOINTMENT OF INDEPENDENT MEMBERS OF THE AUDIT, RISK AND COMPLIANCE COMMITTEE(FIXED TERM CONTRACT IN LINE WITH THE CURRENT MEMBERS OF COUNCIL 3-YEAR TERM OF OFFICE)
Closing Date 19 December 2025
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1. INTRODUCTION
Freedom Park is a Schedule 3A Public Entity in terms of the Public Finance Management
Act, Act 1 of 1999, as amended. It is a cultural institution in terms of the Cultural Institutions
Act, Act 119 of 1998, and is one of the Entities of the Department of Sport, Arts and Culture.
The institution seeks to appoint suitably qualified and experienced individuals to serve as
independent Members of its Audit, Risk and Compliance Committee (“the Committee”) in
accordance with the Public Finance Management Act (PFMA), applicable Treasury
Regulations, and the King IV Report (Code of Good Corporate Governance). The
appointment aims to enhance governance, risk management, and financial accountability
within the institution.
The Committee is crucial in ensuring that the institution maintains strong internal controls,
follows sound financial practices, and mitigates risks effectively. The Committee will provide
leadership in governance and serve as an advisory body to the institution’s management
and accounting authority (the Council).
2. LEGISLATIVE FRAMEWORK
The following legislation and guidelines will direct the appointment:
• Public Finance Management Act (PFMA), Act No. 1 of 1999: Governs financial
management in national and provincial government institutions to ensure
transparency, accountability, and sound financial practices.
• Treasury Regulations: Provide detailed requirements for financial management, risk
management, and reporting within government entities.
• King IV Report on Corporate Governance: Offers principles of good governance,
ethics, and accountability applicable to public sector organizations.
• Generally Recognized Accounting Practice (GRAP): Standards for financial
reporting in the public sector.
• Auditor-General Act, Act No. 12 of 1995: Regulates audit functions and
responsibilities within public sector institutions.
• Public Service Regulations: Set standards for ethical conduct and performance
within government structures.
3. ROLE AND RESPONSIBILITIES
The Audit and Risk Committee will consider matters relating to Management and the
Council/Board in the discharge of its duties to safeguard assets, operate adequate
systems and controls, and overseeing the preparation of annual financial statements,
and on matters relating to performance management and performance evaluation.
The Committee will be responsible for:
• Providing independent oversight of financial reporting, risk management, internal
controls, and governance within the Institution.
• Convening meetings and ensuring effective discussions and decision-making in line
with governance best practices.
• Advising the Council/Accounting Authority, the Accounting Officer and senior
management on risk management, compliance, and internal control issues.
• Reviewing financial statements and performance reports to ensure compliance with
legislative and regulatory frameworks before submission to relevant authorities.
• Overseeing internal and external audit processes, ensuring that audit
recommendations are effectively implemented and followed up.
• Assessing the effectiveness of the Institution’s risk management strategies, including
identifying potential risks and recommending mitigation measures.
• Evaluating fraud prevention mechanisms and ensuring adequate internal controls to
prevent unethical activities.
• Ensuring the Committee’s independence by avoiding undue influence from
management and stakeholders.
• Reporting to Council/Accounting Authority the Accounting Officer and oversight
bodies, including Parliament, the Auditor-General, and National Treasury, on
governance and risk management effectiveness.
• Monitoring compliance with applicable financial and risk management policies to
ensure that the Institution operates efficiently and transparently.
• Providing mentorship and guidance to the management on best practices in risk
management, governance, and auditing.
• Providing regular feedback to the Council and the Chief Executive Officer on the
adequacy and effectiveness of risk management in the Entity, including
recommendations for improvement; and
• Assessing performance evaluation and reviewing the effectiveness of the Internal
Audit function
4. QUALIFICATIONS AND EXPERIENCE
The appointed Members of the Committee must meet the following criteria:
• Academic and Professional Qualifications:
o A postgraduate degree (NQF 9) in Accounting, Auditing, Risk Management,
Finance, Law, Business Administration, or a related field.
o Additional qualifications such as CA (SA), CIA, CISA, CFE, CRMA, or
equivalent will be highly preferred.
o Should belong to any of the following professional bodies with active
membership: The South African Institute of Chartered Accountants (SAICA);
the Institute of Internal Auditors (IIA); the Institute of Risk Management South
Africa (IRMSA); the Institute of Directors South Africa (IoDSA); or the Risk
Management Society (RIMS)
• Professional Experience:
o A minimum of 20 years of experience in auditing, risk management,
governance, or financial management.
o At least 10 years of experience in a leadership role, preferably as a board
member, committee chairperson, or senior executive.
o Extensive knowledge of the PFMA, King IV Report on Corporate Governance,
Treasury Regulations, GRAP, and risk management frameworks applicable to
the public sector.
o Prior experience working with government institutions, state-owned
enterprises, or regulatory bodies.
o Strong familiarity with public sector procurement and supply chain
management processes.
• Competencies and Skills:
o Strong leadership and strategic thinking abilities.
o Excellent analytical, problem-solving, and decision-making skills.
o High ethical standards and commitment to integrity, accountability, and
transparency.
o Effective communication, negotiation, and stakeholder engagement skills.
o Ability to interpret complex financial and audit reports and provide strategic
recommendations.
5. TENURE AND REMUNERATION
• The Committee will be appointed for a period aligned to the tenure of the current
Council, which ends on 31 October 2027.
• The remuneration for the Members of the Committee will be determined in
accordance with National Treasury directives and applicable public sector guidelines.
• Travel and accommodation expenses, if required, will be reimbursed per government
policies.
6. MEETINGS AND TIME COMMITMENT
• The Committee shall convene at least four (4) times per year, with additional
meetings as required.
• The Members of the Committee are expected to allocate sufficient time for meeting
preparations, reviewing financial and audit reports, and engaging with stakeholders.
• The Members of the Committee may be required to attend special meetings or
provide urgent advice to the Institution when necessary.
7. INDEPENDENCE AND CONFLICT OF INTEREST
• The Members of the Committee must be independent and not hold any employment,
contractual, or financial interests that may compromise their role.
• Any potential or perceived conflict of interest must be declared upon appointment and
as they arise during the term.
• The Members of the Committee must not be involved in day-to-day management or
operational decision-making within the Institution.
8. APPLICATION PROCESS
Interested candidates must submit the following:
• A detailed CV outlining academic and professional qualifications, as well as relevant
experience.
• Certified copy of their Identity Document
• Certified copies of academic and professional qualifications.
• At least three (3) contactable references from previous similar roles.
• A signed declaration of independence and no conflict of interest.
9. EVALUATION AND APPOINTMENT
• A selection panel will evaluate applications based on qualifications, experience, and
suitability for the role.
• Interviews may be held for shortlisted candidates
• The final appointment will be made by the Council following a transparent and merit-
based process.
10. TERMINATION OF APPOINTMENT
The appointment of (a) Member/s of the Committee may be terminated under the following
circumstances:
• Failure to fulfill duties as outlined in this ToR.
• Conflict of interest that compromises independence.
• Gross misconduct or breach of ethical conduct.
• Persistent failure to attend meetings or perform required duties.
• Any other valid reason in accordance with public sector policies and regulations, or
as determined by the Council.
11. GENERAL PROVISIONS
• The Members of the Committee will be required to sign a contract of appointment and
a confidentiality agreement.
• The Members of the Committee will also be required to sign a Declaration of Financial
Interests
• The Members of the Committee must comply with all relevant government policies,
codes of conduct, and governance requirements.
CLOSING DATE AND SUBMISSION
Applications must be submitted by 19 December 2025 to
companysecretary@freedompark.co.za. Late applications will not be considered.
Shortlisted candidates will be subject to background checks, including qualifications
verification and reference checks.
Correspondence will only be with shortlisted candidates.
