Introduction
Audit
Committee Charter
Board
Charter
Code
of Conduct
Nomination
Committee Charter
Remuneration
Committee Charter
Trading
Policy
Audit Committee Charter
COMPOSITION
The Audit Committee (“Committee”) will be composed
of a minimum of two non-executive directors, each of whom must
be financially literate. The majority of members of the Committee
must be independent directors.
The chair of the Committee will be appointed by the Board and
will be an independent director who is not the current chair of
the Board.
AUTHORITY
The Committee:
• has the authority of the Board to investigate any aspect,
function or activity of the Company; and
• is empowered to retain persons having particular skills
and expertise to assist it in fulfilling its responsibilities.
MEETINGS
The Committee is to meet at least twice annually to enable timely
review of financial statements required under the applicable legislation.
Where considered appropriate, the Committee may invite the Company’s
external auditors, management or any other person to its meetings.
It is intended that the Committee meet at least once a year without
the executive directors being present.
SECRETARY
The Company secretary or the Company secretary’s nominee
will be appointed secretary of the Committee.
COMMITTEE'S DUTIES
The Committee has the following duties:
Communication
• act as the focal point of communication between the Board,
management and the external auditor in relation to any audit issues;
• identify any cooperation problems between the external
auditor and management.
External auditor
• negotiate retaining the services of an independent external
auditor and recommend engagement to the Board;
• liaise with the external auditor and identify areas of
particular concern arising from the audits;
• report to the Board on performance and effectiveness of
the external auditor.
External Audits
• satisfy itself as to the adequacy of the scope and quality
of external audits;
• review the effectiveness of external audits and recommend
improvements to the Board.
Accounting Controls
• monitor internal controls and information management systems;
• recommend improvements of internal control systems to
the Board;
• review external audit reports and ensure prompt remedial
action for any identifiable breakdowns in controls; and
• monitor accounting compliance with the Corporations Law,
accounting policies and ASX Listing Rules.
Financial Statements
• review financial statements (including interim reports)
and discuss any concerns with relevant parties;
• monitor reporting of significant transaction and related
party arrangements; and
• review accounting procedures adopted, and changes made
or adopted since the last financial statements.
Compliance arrangements
• monitor compliance with the laws, licences, industry practice
standards and internal organisational standards and culture;
• report any departures from the compliance arrangements
to the Board;
• report any breach of the laws or licence conditions to
regulatory bodies and/or appropriate parties if the Committee
is of the opinion that the Company is not dealing with such breaches;
and
• nominate an independent auditor to review the adequacy
of the scope and quality of the compliance arrangements within
the Company.
The Audit Committee monitors compliance on the basis of semi-annual
and other ad hoc compliance reports from the management, and independent
reports from the auditors.
Risk management
Review and make recommendations to the Board in relation to:
• areas of significant financial risk and arrangements to
contain the risk; and
• significant transactions which are not a normal part of
the Company’s business.
In performing its risk management functions the Committee may
consider and comment on the following aspects of the Company’s
activities:
• ensuring that the Company has identified the material
strategic, operational and financial risks to which it is exposed;
• ensuring that systems are in place which facilitate the
effective monitoring and management of the material risks to which
the Company is exposed;
• determining that the Company has instituted adequate reporting
systems and internal controls together with appropriate monitoring
of compliance activities;
• satisfying itself that the systems for managing risk are
working properly; and
• establishing and monitoring policies directed to ensuring
that the Company complies with the law and conforms to the highest
standards of financial and ethical behaviour.
COMPANY SUPPORT
The Board must provide the Committee with:
• sufficient resources to investigate any matter within
its area of responsibility;
• full access to information and staff of the Company;
• right to obtain external professional advice at the expense
of the Company.
MINUTES
The Committee must:
• report to the Board, within a reasonable time of each
meeting of the Committee, on the findings of the Committee; and
• recommend to the Board any changes in the duties of the
Committee.
Minutes of each meeting are required to be prepared and sent to
each Committee and Board member.
VARIATION
The Board may alter the Committee’s charter at any time.
