AUDIT, RISK MANAGEMENT AND COMPLIANCE COMMITTEE CHARTER August 2012
OPUS Grup Limited Audit, Risk Management and Cmpliance Cmmittee 1. GENERAL PURPOSE The primary bjective f the Audit, Risk Management and Cmpliance Cmmittee (Audit Cmmittee f the directrs (Bard) f OPUS Grup Limited (ABN 48 006 162 876) (Cmpany) is t assist the Bard in fulfilling its rle and bligatins at set ut in the Bard Charter. The Audit Cmmittee is established by the Bard t review, evaluate and make recmmendatins t the Bard in relatin t: assessing the risk management and cmpliance and cntrl envirnment; verseeing financial reprting; and evaluating internal and external audit. 2. MEMBERSHIP AND OPERATION 2.1 Audit Cmmittee Membership The Audit Cmmittee will cnsist f a minimum f three members. All members must be nn-executive directrs. The majrity f members f the Audit Cmmittee shuld be independent directrs as defined in the Bard Charter. Members must be financially literate. At least ne member is t be a Chartered Accuntant r have financial expertise t a similar level. 2.2 Chairman The Bard will appint the Audit Cmmittee Chairman wh must be an independent nn - executive directr and nt be the Chairman f the Bard. 2.3 Qurum The qurum fr any Audit Cmmittee meeting shall be tw members. 2.4 Meetings Any directr may attend a meeting f the Audit Cmmittee fr the purpses f discussin but is nt entitled t vte. The Cmmittee is t meet at least 3 times per year, with 2 meetings t cincide with the review f the half-yearly and annual accunts. Audit Cmmittee members will generally be prvided with papers by management in relatin t the agenda items. crprate/860747_1 1
OPUS Grup Lim ited Audit, Risk Management and Cmpliance Cmmittee 2.5 Attendance at Meetings The Chief Executive Officer and the Chief Financial Officer are t be invited t attend meetings at the discretin f the Audit Cmmittee. The external auditr will be asked t be present at meetings cnvened t review financial statements and the prcedures leading t their preparatin, and at ther times at the discretin f the Audit Cmmittee. The internal auditr shuld be present at all meetings subject t the discretin f the Audit Cmmittee. The Cmpany Secretary shuld attend all meetings t minute prceedings, subject t the discretin f the Audit Cmmittee. 2.6 Appintment f Cmmittee Secretary The Cmpany Secretary shall be the Audit Cmmittee Secretary. 2.7 Right t Access and Infrmatin The Audit Cmmittee is entitled t cnsult with expert advisers and seek expert advice at the expense f the Cmpany where it cnsiders it necessary t carry ut its duties. The Audit Cmmittee will have unlimited rights t access internal and external auditrs and t senir management. The Audit Cmmittee will als meet separately with the internal auditrs, external auditrs and senir management at its discretin. At the discretin f the Chairman separate meetings may als be held with any member f cmpany management. 2.8 Reprting t the Bard The Audit Cmmittee will reprt t the Bard n all matters relating t the rles and respnsibilities as utlined in this Charter. Reprts t the Bard will include: (iv) (v) the Audit Cmmittee minutes; any frmal recmmendatins f the Audit Cmmittee requiring Bard apprval; general infrmatin abut the audit prcess including results f internal and external audits; any determinatin by the Audit Cmmittee in relatin t the auditrs independence; an assessment f whether external reprting is cnsistent with cmmittee members infrmatin and knwledge and is adequate fr sharehlder needs; Reprts t the Bard may include: crprate/860747_1 2
OPUS Grup Lim ited Audit, Risk Management and Cmpliance Cmmittee (iv) (v) (vi) (vii) assessment f the management prcesses supprting external reprting; prcedures fr the selectin and appintment f the external auditr and the rtatin f external audit engagement partners; recmmendatins fr the appintment r remval f an auditr; assessment f the perfrmance and independence f the external auditrs and whether the Audit Cmmittee is satisfied that the independence f this functin has been maintained having regard t the prvisin f nn-audit services; assessment f the perfrmance and bjectivity f the internal audit functin; the results f its review f risk management and internal cmpliance and cntrl systems; written statements frm the Chief Executive Officer and the Chief Financial Officer as recmmended by Recmmendatins cntained in the ASX Crprate Gvernance Principles and Recmmendatins; and details f the annual perfrmance review and its achievement under this Charter. 2.9 Decisin Making The Audit Cmmittee des nt take actins r make decisins n behalf f the Bard unless specifically mandated t d s. The Audit Cmmittee makes decisins r makes recmmendatins t the Bard nly n matters set ut in this Charter r which wuld therwise be seen as falling within the scpe f the Audit Cmmittee s mandate. 3. ROLES AND RESPONSIBILITIES 3.1 Risk Management, Internal Cntrl and Cmpliance The Audit Cmmittee has a respnsibility in the first instance t assess the Cmpany s risk, internal cntrl and cmpliance systems. (a) Risk Management will prvide infrmatin t the Audit Cmmittee t allw the cmmittee t: evaluate the Cmpany s risk management framewrk; and mnitr and assess management s prcess fr managing risk and hw the business units apply the prcesses fr managing risk. (b) Internal Cntrl and Cmpliance The Audit Cmmittee will review and evaluate the effectiveness f the Cmpany's risk management internal cntrl and cmpliance system including: nn-cmpliance with laws including trade practices, Crpratins Act 2001 (Cth), requirements f the Australian Tax Office, and the Australian Securities and Investments Cmmissin; crprate/860747_1 3
OPUS Grup Lim ited Audit, Risk Management and Cmpliance Cmmittee (iv) (v) nn-cmpliance with laws in each jurisdictin in which the Cmpany perates; nn-cmpliance with cmpany standards including the Ethics and Respnsible Business Cnduct Plicy; imprtant judgments and accunting estimates; the adequacy f insurance cverage, in particular annual plicy renewals. In additin the Audit Cmmittee will: ensure that where any deficiencies r breakdwns in internal cntrl r prcedures are identified, management takes prmpt remedial actin. review the internal and external auditrs' reprts and Management Letters fr any nted deficiencies r breaches in internal cntrl requirements; and assess whether management has cntrls in place fr unusual types f transactins that may carry mre than unacceptable degree f risk. The Audit Cmmittee will meet peridically with management t understand and discuss the entity s cntrl envirnment. The Audit Cmmittee will request views frm bth the internal and external auditrs in rder t frm a cmprehensive view n the effectiveness f the internal cntrl system. 3.2 Financial Reprting (a) Accunting Plicies Management will prvide infrmatin t the Audit Cmmittee t allw the cmmittee t: cnsider the apprpriateness f the Cmpany's accunting plicies and principles and hw thse principles are applied; and ensure that accunting plicies and principles are cnsistent with Accunting Standards. The Audit Cmmittee will request: views frm bth the internal and external auditrs in rder t frm a view n the Cmpany s accunting plicies and principles; and an independent judgment in relatin t the apprpriateness f the accunting principles frm the external auditr. (b) Significant estimates and judgements and unusual transactins Management will prvide infrmatin t the Audit Cmmittee t allw the cmmittee t: crprate/860747_1 4
OPUS Grup Lim ited Audit, Risk Management and Cmpliance Cmmittee assess the significance f estimates in judgments in financial reprts by evaluating the prcess management used in making material estimates and judgements; and ensure that the Audit Cmmittee is made aware f any unusual transactins, including prvisining and abnrmal charges and credits. The Audit Cmmittee will enquire f bth the internal and external auditrs in rder t frm a view f the basis f management cnclusins and the reasnableness f their estimates. (c) Quality f financial reprting The external and internal auditrs will prvide infrmatin t the Audit Cmmittee t allw the Audit Cmmittee t assess infrmatin that affects the quality f financial reprts including: (iv) actual and ptential material audit adjustments; financial reprt disclsures; nn-cmpliance with law; and internal cntrl issues. (d) Disclsure prcesses fr financial reprting Management will prvide infrmatin t allw the Audit Cmmittee t review and assess management prcesses fr ensuring cmpliance with laws, regulatins and accunting standards relating t external reprting. (e) Recmmendatins n financial reprts The Audit Cmmittee will: review the questinnaires and written statements frm the Chief Executive Officer and the Chief Financial Officer; and make recmmendatins t the Bard in relatin t the apprval f the financial statements based n the cmmittee s assessment f them. 3.3 External Audit (a) Appintment and Remval f the External Auditrs The Audit Cmmittee will make recmmendatins t the Bard n the appintment, and where necessary the remval f the external auditr. The lead audit partner is required t rtate at least every five years with a minimum tw-year cling ff perid befre being reappinted t the audit team. In making any recmmendatin t the Bard, the Audit Cmmittee must first ensure that any suggestins by management that the audit needs t be put ut t tender are examined clsely by the Audit Cmmittee t ensure there is a valid reasn fr remval. (b) External Auditrs Fees crprate/860747_1 5
OPUS Grup Lim ited Audit, Risk Management and Cmpliance Cmmittee The Audit Cmmittee will review the external auditr's fees in relatin t the quality and scpe f the audit with a view t ensuring that an effective cmprehensive and cmplete audit can be cnducted fr the fee. At the start f each audit agree the terms f engagement with the auditr. (c) Review f Audit Plan The Audit Cmmittee will invite the external auditr t attend Audit Cmmittee meetings t review the audit plan, discuss audit results and cnsider the implicatins f the external audit findings fr the cntrl envirnment. Tgether with external auditr review the scpe f the external audit particularly any identified risks. (d) Mnitring Management Respnses The Audit Cmmittee will mnitr management respnses t the recmmendatins made by the external auditrs in their half year and annual pst audit Management Letters. (e) Relatinship with External Audit The Audit Cmmittee will meet with the external auditrs frm time t time withut management present. The external auditrs have an unrestricted right t discuss any issues they deem necessary with the Audit Cmmittee Chairman r if deemed necessary by the external auditrs the Chairman f the Bard. The internal audit functin will nt be undertaken by the external auditrs. (f) Auditr Independence The Audit Cmmittee will review the external auditr's prcedures fr independence n an annual basis tgether with any relatinships r services, which may impair the external auditrs independence. The Audit Cmmittee will require the external auditrs t cnfirm that they have cmplied with all prfessinal and regulatry requirements relating t auditr independence prir t the cmpletin f each year s accunts. (g) Assessment f External Audit 3.4 Internal Audit Evaluate the verall effectiveness f external audit functin thrugh the assessment f external audit reprts and meetings with the external auditrs. (a) General The Audit Cmmittee will make recmmendatins t the Bard regarding the need fr an internal audit functin and, where it is determined that an internal audit functin is apprpriate, n the structure f the internal audit functin and whether that functin shuld be undertaken internally by management (fr instance under the directin f the Chief Financial Officer), r utsurced t an crprate/860747_1 6
OPUS Grup Lim ited Audit, Risk Management and Cmpliance Cmmittee apprpriate external party (such as a Chartered Accunting firm) (Outsurced Internal Auditr). If an internal audit arrangement is implemented sub-clauses 3.4(b) t (g) will als apply. (b) Appintment and Remval f the Outsurced Internal Auditrs The Audit Cmmittee will make recmmendatins t the Bard n the appintment, and where necessary the remval f the internal auditr. (c) Internal Audit Functin Review the internal auditr s engagement terms, and resurcing (including qualificatins, skills, experience and funding) and cmmunicate the Audit Cmmittee s expectatins t the internal auditr in writing. (d) Quality and scpe Review the quality and scpe f the internal audit plan and wrk prgramme. Cnsider the implicatins f the findings f internal audit t the cntrl framewrk. Ensure that the scpe f the internal auditr's wrk is c-rdinated with that f external audit. (e) Mnitring Internal Audit Mnitr and evaluate unit management s respnse t internal audit s findings and recmmendatins. (f) Assessment f internal audit Ensure that at least nce every three years that there is a prcess undertaken fr mnitring and assessing the effectiveness f the internal audit functin. (g) Relatinship with Internal Audit The Audit Cmmittee will meet with the Outsurced Internal Auditrs frm time t time withut management present. The internal auditrs have an unrestricted right t discuss any issues they deem necessary with bth the Chairman f the Audit Cmmittee and the Chairman f the Bard. 4. PERFORMANCE EVALUATION The Audit Cmmittee will undertake a self-assessment prcess annually, which assesses the effectiveness f the Audit Cmmittee. crprate/860747_1 7