Audit & Risk Committee Charter

Transcription

1 Audit & Risk Cmmittee Charter AUDIT & RISK COMMITTEE CHARTER The Audit & Risk Cmmittee has been established by reslutin f the Bard f Macmahn Hldings Limited ( Macmahn r the Cmpany ). Membership The Audit & Risk Cmmittee shall be structured s that it: cnsists nly f nn-executive Directrs; cnsists f a majrity f independent Directrs (where pssible); and has at least three members. In additin, the Audit & Risk Cmmittee shall cmprise: at least ne member with financial expertise either as a qualified accuntant r ther financial prfessinal with experience in financial and accunting matters; and at least ne member wh has an understanding f the industry in which Macmahn perates. Chairman The Bard will appint an independent Directr, ther than the Chairman f the Bard, t be the Chairman f the Audit & Risk Cmmittee. Secretary The Cmpany Secretary will be the Secretary f the Audit & Risk Cmmittee. Other Attendees The Chief Executive Officer and Chief Financial Officer as well as ther members f senir management may be invited t be present fr all r part f the meetings f the Audit & Risk Cmmittee, but will nt be members f the Cmmittee. Representatives f the external auditr will nrmally attend each meeting f the Audit & Risk Cmmittee and at least nce a year the Cmmittee shall meet with the external auditrs withut any management staff r executives present. Qurum A qurum will be tw members wh are independent Nn-executive Directrs. Meetings Audit & Risk Cmmittee meetings will be held nt less than tw times a year s as t enable the Cmmittee t undertake its rle effectively. In additin, the Chairman is required t call a meeting f the Audit & Risk Cmmittee if requested t d s by any member f the Bard r Audit & Risk Cmmittee, the Chief Executive Officer r the external auditr.

2 Authrity The Audit & Risk Cmmittee is authrised by the Bard t investigate any activity within its charter. The Audit & Risk Cmmittee will have access t management and auditrs (external and internal) with r withut management present and has rights t seek explanatins and additinal infrmatin. It is authrised t seek any infrmatin it requires frm any emplyees and all emplyees are directed t cperate with any request made by the Audit & Risk Cmmittee. The Audit & Risk Cmmittee is authrised by the Bard t btain utside legal r ther independent prfessinal advice and t secure the attendance f utsiders with relevant experience and expertise if it cnsiders this necessary. The Audit & Risk Cmmittee is required t make recmmendatins t the Bard n all matters within the Audit & Risk Cmmittee s charter. Reprting Prcedures The Audit & Risk Cmmittee will keep minutes f its meetings. The Secretary shall circulate the minutes f the meetings f the Cmmittee t all members f the Cmmittee fr cmment/amendment befre being signed by the Chairman f the Audit & Risk Cmmittee. Respnsibilities f the Audit Cmmittee The Audit& Risk Cmmittee is respnsible fr versight f the Cmpany s risk management framewrk tgether with reviewing the integrity f Macmahn s financial reprting and verseeing the independence f the external auditrs. In particular, the Audit & Risk Cmmittee has the fllwing duties: Financial Statements 1. T review the audited annual and half yearly financial statements and any reprts which accmpany published financial statements befre submissin t the Bard, with particular fcus n: any changes in accunting plicies and practices; majr judgment areas; impairment r significant adjustments; any issues resulting frm the internal and external audit; cmpliance with accunting plicies and standards; and cmpliance with legal requirements. Related Party Transactins 2. T mnitr and review the prpriety f any related party transactins. External Audit Functin 3. T ensure t the Bard the appintment f the external auditr in accrdance with the Cmpany's External Auditr Selectin Plicy.

3 4. Each year, t review the perfrmance and appintment f the external auditr, the audit fee, any fees paid fr nn-audit services, their independence and any questins f resignatin r dismissal. 5. T discuss with the external auditr befre the audit cmmences the nature and scpe f the audit. 6. T meet privately with the external auditr n at least an annual basis. 7. T determine that n management restrictins are being placed upn the external auditr. 8. T discuss prblems and reservatins arising frm the interim and final audits, and any matters the auditrs may wish t discuss (in the absence f management where necessary). 9. T review the external auditr s management letter and management s respnse. 10. T ensure the external auditrs cnfirm their independence annually. 11. T cnsider any prpsals fr the external auditr t prvide nn-audit services that will result in the external auditr receiving fees f $50,000 r mre per year fr nn-audit services. The cmmittee will cnsider such prpsals, in accrdance with the fllwing principles: The external auditr shuld nly be engaged t prvide nn-audit services when they are best suited t undertake the wrk and the engagement will nt create a cnflict f interest. Services that may tend t create a cnflict include thse where the external auditr: participates in activities that are nrmally undertaken by management; is remunerated by way f success fees, cntingent fees r cmmissins; acts in an advcacy rle fr Macmahn; and may be required t audit their wn wrk. The fllwing services must nt be prvided by the external auditr: bk-keeping, preparatin f, and ther services in relatin t, accunting recrds and financial statements; the design and implementatin f financial infrmatin systems, r financial cntrls; valuatin services, appraisals r fairness pinins; senir management secndments; executive recruitment services; actuarial services; management functins; legal services r acting fr r assisting in the reslutin f a dispute r litigatin; and brker-dealer, investment advisr r investment banking services.

4 Internal Cntrls / Audit Functin 12. T make recmmendatins t the Bard regarding internal audits including the appintment and fee f any externally cntracted auditr t perfrm this functin. 13. T review the appintment, remuneratin, evaluatin, retentin and dismissal f any internal auditr. 14. T review the reprting lines f the internal audit functin t ensure that the internal auditr is allwed adequate independence. 15. T ensure that any management restrictins are being placed upn the internal auditr. 16. T ensure that internal audits are adequately resurced (including qualified persnnel, funding and equipment). 17. T cnsider the majr findings f internal audit investigatins and management s respnse. 18. T ensure any internal auditr has direct access t the Chairman f the Audit & Risk Cmmittee. 19. T mnitr the prgress f any internal audits apprved by the bard. 20. T prvide versight f Macmahn s fraud and crruptin cntrl activities. 21. T versee Macmahn s regulatry cmpliance, and t review any regulatry reprts n Macmahn s peratins. Risk Management Oversight 22. The develpment and maintenance f a risk management plicy and methdlgy fr the Cmpany t be endrsed by the Bard. The Cmmittee shall define and dcument a plicy fr risk management, including bjectives fr, and its cmmitment t, risk management; 23. T ensure apprpriate management accuntability fr risk management exists as well as ensuring that apprpriate systems and cntrl prcedures are established; 24. T review with management the entity's risk management framewrk at least annually t satisfy itself that it cntinues t be sund, t determine whether there have been any changes in the material business risks the Cmpany faces and t ensure that they remain within the risk appetite set by the Bard. 25. T make recmmendatins t the Bard t ensure that the Cmpany has rbust prcesses t identify, measure, mnitr and manage the material business risks faced by the business. Cmmunicatin 26. T prvide, thrugh regular meetings, a frum fr cmmunicatin between the Bard, senir financial management, staff invlved in internal cntrl prcedures and the external auditrs. 27. T enhance the credibility and bjectivity f financial reprts with ther interested parties, including creditrs, key stakehlders and the general public. 28. T review and mnitr cmpliance with the Cmpany s Whistleblwer Prvisins and Cde f Cnduct.

5 Assessment f Effectiveness 29. T evaluate the adequacy and effectiveness f Macmahn s administrative reprting, perating and accunting plicies thrugh active cmmunicatin with perating management, internal auditrs and the external auditrs.