Board & Management
Audit Committee Charter
Composition of the Audit Committee
The Committee is to include at least three members, the majority of which are to be independent non-executive directors. the Chair of the Committee is not be the Chair of the Board.
At least one member is to have relevant qualifications and experience.
From time to time, non Committee members may be invited by the Committee to attend meetings of the Committee, if it is considered appropriate.
Role of the Audit Committee
The role of the Audit Committee is to:
- monitor and review the integrity of the financial reporting of the Company, reviewing significant financial reporting judgments;
- review the Company’s internal financial control system and, unless expressly addressed by a separate risk committee or by the Board itself, risk management systems;
- monitor, review and oversee the external audit function including matters concerning appointment and remuneration, independence and non-audit services;
- monitor and review compliance with the Company’s Code of Conduct; and
- perform such other functions as assigned by law, the Company’s Constitution, or the Board.
Operations
The committee meets at least twice a year, with further meetings on an as required basis.
Minutes of all meetings of the committee are to be kept and the minutes and a report of actions taken or recommended to be given at each subsequent meeting of the full Board. Committee meetings will be governed by the same rules, as set out in the Company’s constitution as they apply to the meetings of the Board.
Authority and Resources
The Company to provide the Committee with sufficient resources to undertake its duties, including provision of educational information on accounting policies and other financial topics relevant to the Company, and such other relevant materials requested by the Committee.
The Committee has rights of access to management and has the authority to seek explanations and additional information from the Company’s external auditors, without management present, when required.
The Committee has power to conduct or authorise investigations into any matter within the Committee’s scope of responsibilities. The Committee has the authority, as it deems necessary or appropriate, to retain independent legal, accounting or other advisors.
Reporting to the Board and Shareholders
The Committee is to report to the Board twice a year on the following matters:
- assessment of whether external reporting is consistent with Committee members’ information and knowledge and is adequate for shareholder needs;
- assessment of the management processes supporting external reporting;
- recommendations for amending the Company’s Procedures for the Selection and Appointment of the External Auditor and procedures for the rotation of external audit engagement partners;
- recommendations for the appointment or, if necessary, the removal of the external auditor;
- assessment of the performance and independence of the external auditors. Where the external auditor provides non-audit services, the report should state whether the Audit Committee is satisfied that provision of those services has not compromised the auditor’s independence; and
- the results of the Committee’s review of risk management and internal control systems.
The Chair of the Audit Committee, if appointed, is to be present at the annual general meeting to answer questions, through the Chair of the Board.
Responsibilities
Annual responsibilities of the Committee are as set out in the Audit Committee Charter Annual Action Points.