CORPORATE GOVERNANCE POLICY AND PROCEDURES MANUAL AUDIT AND RISK COMMITTEE CHARTER The Bard has reslved t establish a Cmmittee f the Bard t be knwn as the Audit and Risk Cmmittee. This Cmmittee will replace the previus separate audit and risk cmmittees and cmbine them int ne cmmittee. Purpse f the Audit and Risk Cmmittee The Cmmittee s purpse is t prvide assistance t the Bard in fulfilling its crprate gvernance and mnitring respnsibility in relatin t risk facing the Cmpany and ensuring apprpriate cntrls are in place t mitigate the risks. Duties and Respnsibilities General The Cmmittee is a practical way fr the directrs t examine in greater detail the Cmpany s expsure t risk, and the apprpriate implementatin f cntrls and mitigatin strategies than is pssible fr the whle Bard. The Cmmittee is specifically charged with the fllwing duties and respnsibilities: Plicies and Prcedures Frmally define business risks affecting the Cmpany s peratins Determine acceptable levels f financial risk Establish prcedures t define and cntrl the peratins f each business area Assess the adequacy and effectiveness f these Cmpany plicies and prcedures Risk Identificatin and Cntrls Cnduct a cmprehensive review prcedure t identify all current and ptential risks Rate the risks Establish cntrls t mitigate risks Ensure significant transactins are subject t independent assessment and review The Cmmittees review f risks shall be in accrdance with ISO 31000:2009 Risk Assessment Framewrk as utlined in Annexure 1. Risk Management Ensure Bard delegatins are apprpriately dcumented and circulated Ensure management and reprting structures are clearly defined Ensure staff are apprpriately experienced and adequately trained fr the cmplexity f the duties they carry ut Cmmunicating the imprtance f risk management t emplyees Reviewing the maintenance f the risk management system, enquiring as t the adequacy f cntrls and imprving systems Reviewing the Cmpany s risk manuals Appintment f experts t assist in the Risk Management prcess Reviewed August 2017 Page 1
Financial Reprting Understand the Cmpany s structure, types f transactins and internal cntrl systems Assess, mnitr and identify risks t the integrity f the financial reprting prcess. This assessment will include reviews f the adequacy and effectiveness f: Accunting and financial internal cntrls Management infrmatin systems Accunting plicies r methds Oversee the Cmpany s financial reprting prcess n behalf f the Bard and reprt the results t the Bard. Specifically, this includes: Reviewing half-year and annual financial statements, reviewing significant financial reprting judgments and any assciated infrmatin Reviewing reprts frm the external auditr r any internal review and ensure that majr deficiencies r breakdwns in cntrls r prcedures have been identified, and that apprpriate and prmpt actin is taken by Management Reviewing the external auditr s reprts, management letters and debriefing memrandum t ensure actin is taken by Management in respect f thse reprts s that there will be n significant issues raised in the external auditr s pinin Ensure prir t directrs apprval f the financial statements declaratins are prvided by the CEO and CFO t the Bard each reprting perid as required by Sectin 295 A f the Crpratins Act and Crprate Gvernance Principles Recmmendatin 4.2. Ensuring cmpliance with legislative and regulatry requirements Mnitr and review the effectiveness f the Cmpany s internal audit functin (if any); Perfrm such ther functins as assigned by law, the Cmpany s cnstitutin, r the Bard. External Auditr Mnitr and review the external audit functin including matters cncerning appintment, reappintment r replacement f the external auditr, remuneratin, independence and nn-audit services; Mnitring the effectiveness f the external audit prcess. Liaising between the external auditr and Management. Ensuring that the external auditr is requested t attend the AGM f the Cmpany and is available t answer questins frm sharehlders. The Cmmittee and the Bard will select and appint an external auditr in accrdance with Annexure 2. Other The Cmmittee may cnduct any special prjects r investigatins in cnsultatin with, r at the request f the Bard as deemed necessary. Reviewed August 2017 Page 2
Reprting The Cmmittee shall keep the Bard infrmed f its activities thrugh the minutes f all f its meetings and frmally advise the Bard f any matters r recmmendatins requiring attentin by the Bard. Membership Membership f the Cmmittee are nn-executive Directrs f the Cmpany. The Chairman f the Bard may nt be the Chairman f the Cmmittee. The Cmpany Secretary is Secretary t the Cmmittee. A representative f the external auditr may be present by invitatin but will nt be a Cmmittee Member. As far as practicable, at least ne member f the Cmmittee is t have significant, recent and relevant financial experience. The current members f the Cmmittee are: Ms Sally-Anne Layman Chairman Mr Graham Riley Mr Rdney Michael Jyce Authrity and Access The Cmmittee has the authrity f the Bard t review any aspect r activity f Gascyne Resurces Ltd and any f its cntrlled entities and assciated cmpanies and ther investments. The Cmmittee will have direct access t bth the external auditr and t Senir Management. The Cmmittee is empwered t retain persns having particular skills and expertise t assist the Cmmittee in fulfilling its respnsibilities. Meetings The Cmmittee shall meet as ften as is required t reasnably discharge its respnsibilities and, preferably, t cincide with the cmpletin f the annual accunts. There shall be at least tw (2) meetings each year: Planning stage: prir t the audit prcess cmmencing t discuss the audit apprach, changes in accunting standards, risk areas identificatin, reprting timetables, fees etc. This is expected t ccur in June each year. Cmpletin stage: t discuss any issues detected by the external auditr and agree n apprpriate actin, the management letter and prpsed audit pinin. This is expected t ccur in September each year. Meetings shall be cnvened by the Chairman f the Cmmittee. Fr each meeting an agenda will be prepared and circulated t Cmmittee Members and ther Directrs prir t the meeting. Any Cmmittee Member may request any item t be included n the agenda. Reviewed August 2017 Page 3
Any Member f the Cmmittee, r the external auditr, may request the Chairman t cnvene a meeting. The meetings and prceedings f the Cmmittee shall be gverned by the prvisins f the Cnstitutin regulating meetings and prceedings f Directrs, s far as these prvisins are applicable. Decisins will be determined by a majrity vte, but the Chairpersn will immediately reprt the fact f any dissenting vte t the Bard when reprting the decisin t the Bard. The Chairpersn will nt have a casting vte. Minutes f each meeting shall be prepared by the Secretary and circulated t each Cmmittee Member and Directr and the external auditr. Self Assessment The Cmmittee shall assess its effectiveness peridically, with a view t ensuring that its perfrmance accrds with best practice. The Cmmittee s Charter shall be reviewed annually and updated as required. Reviewed August 2017 Page 4
ANNEXURE 1 The Risk Management cmmittee s review f risks is in accrdance with ISO 31000:2009 Risk Assessment Framewrk, and will fcus n: Surces f Risk Examples Ptential Cntrls Natural Perils Earthquake, bushfires and Insurance; Evacuatin Plans fr prperty fld assets Envirnmental Nise, cntaminatin, Regular Inspectin; Expert Reviews pllutin Occupatinal Health Inadequate safety measures, Dcumented prcedures; Emplyment & Safety pr management letters Public Liability Public access, egress and Insurance; OH&S plicies safety Human Perils Errr, missin, accident Insurance; Prcedures Manuals; Segregatin f Duties Technlgical Obslescence, advances and failure Disaster Recvery Plans, MIS reviews Ecnmic Perils Currency fluctuatins, Bard Limits; Invlvement f cnsultants Interest rates, share-market Cmmercial and Legal Liability and ther Cntracts; Invlvement f legal advisers; Relatinships cntractual bligatins Insurance Management Lack f plicy, inadequate Prcedures Manuals; External audit Activities and training prcedures cmmentary Cntrls Prperty Damage Fire, water, cntaminatin, Insurance; Building Risk Management human errr prgrams Security Treasury, theft, fraud Insurance; Authrisatin cntrls Classificatin f Risk ISO 31000 : 2009 Risk Assessment Framewrk ; Reviewed August 2017 Page 5
ANNEXURE 2 Prcedure fr the selectin and appintment f an external auditr Intrductin The Bard is respnsible fr the initial appintment f the external auditr. The members at the next annual general meeting must ratify the appintment f an external auditr. When a vacancy ccurs, the Audit Cmmittee ( Cmmittee ) will meet and determine whether a replacement auditr shuld be selected by way f a frmal tender r sme ther methd. Selectin criteria The candidate selected by the Cmmittee, as the preferred external auditr must satisfy the selectin criteria whether r nt it is selected by way f a frmal tender. The selectin criterin includes; Candidates must prvide a fixed fee qutatin fr its audit services. Hwever price will nt be the sle determining factr in the selectin f a preferred external auditr. Candidates must satisfy the Cmmittee that it is independent and utline the prcedures it has in place t maintain its independence. Candidate must utline its prpsed prcedures t address any issue f material significance r matter f disagreement with Gascyne management. A candidate must detail its apprach t the prvisin f nn-audit related services t the Cmpany. The selectin criteria may include such ther matters as the Cmmittee thinks fit. Plicy n audit and nn-audit services T ensure audit independence, the auditr will nt be engaged t perfrm any nn-audit services. Rtatin f external audit engagement partner The external auditr will ensure that it has in place arrangements fr rtatin f the audit engagement partner in accrdance with relevant laws. Review f audit arrangements The Cmmittee will review the external auditr s perfrmance annually. As part f this review the Cmmittee will btain feedback frm the chief financial fficer and ther members f senir management regarding the quality f the audit service. Reviewed August 2017 Page 6