Risk and Audit Cmmittee charter 1. Intrductin The Bard f Cffey Internatinal Limited ( Cffey r the Cmpany ) has established a Risk and Audit Cmmittee ( Cmmittee ). It is nted that the Cmmittee is a sub-cmmittee f the Bard. The Cmmittee has n decisin making pwers except where expressly prvided by the Bard. The Cmmittee s rle is t review and make recmmendatins t the Bard. 2. Rle The primary bjective f this Cmmittee is t assist the Bard in the discharge f its respnsibilities with regard t independently verifying and safe guarding the integrity and supprting cntrls f Cffey s financial reprting and the risk versight and management f pprtunities and threats. In delivering n these bjectives, the Cmmittee will assist the Bard in assessing the Cmpany risk appetite and risk tlerance, versee the prcess fr identificatin and mitigatin f all material business and financial risks, including assciated management plans and mnitr the effectiveness f the risk management framewrk. 3. Members and independence i) The Cmmittee shall be cmprised f a minimum f three suitably qualified nn-executive directrs. i All members f the Cmmittee must be independent directrs. Independence is given the same meaning as in the Bard Charter. The membership and chairmanship f the Cmmittee will be reviewed annually t ensure an apprpriate balance f skills and experience that the Cmmittee mentrship includes apprpriate financial expertise, with at least ne member having relevant financial qualificatins and experience, a diverse range f skills and experience as apprpriate given the strategic, peratinal and financial risk prfile f the Cmpany. The review will ensure cmpliance with relevant legislatin and regulatry requirements, including the Australian Securities Exchange. A qurum shall be tw nn-executive directrs. v) The Bard may appint such additinal directrs t the Cmmittee r remve and replace members f the Cmmittee by reslutin. vi) v vi Members f management may attend meetings f the Cmmittee at the invitatin f the Cmmittee Chair, but must nt be appinted members f the Cmmittee. Attendees may nt participate in deliberatins f the Cmmittee where the matter culd affect his r her psitin r where he r she has a persnal interest in the matter. The Cmmittee may delegate its authrity t subcmmittees r t the Chair f the Cmmittee frm time t time. Cffey Crprate Services Pty Ltd 521This dcument is uncntrlled when printing Risk and audit cmmittee charter Gvernance Plicies 1
4. Chair i) The Bard shall appint ne member f the Cmmittee as Chair f the Cmmittee. i The Chair shuld be a nn-executive directr. The Chair shall nt be the Chair f the Bard. The Chair shall be primarily respnsible fr the prper functining f the Cmmittee and shall be the main cntact fr the Bard. v) Where the Chair is absent frm a cmmittee meeting, a Chair fr the meeting will be appinted by the members f the Cmmittee present. 5. Respnsibilities and duties The duties f the Cmmittee shall include reviewing and making recmmendatins/reprting t the Bard n: i) Financial Reprting and Cmpliance a) Review, assess and apprve the annual reprt, the half-year financial reprt and all ther financial infrmatin t the extent directed by the Bard which is published by the Cmpany r released t the Australian Stck Exchange. In assessing the financial statements, the Cmmittee relies n management attestatin, and als cnsiders reprts frm the internal and external auditrs and ther experts as required. b) Review the Cmpany s accunting plicies and make recmmendatins t the Bard. c) Review prcedures in place t ensure the Cmpany is in cmpliance with crprate gvernance and ASX listing rules. d) Review prcedures in place t ensure the Cmpany is in cmpliance with accunting and taxatin statutry requirements and ther financial cmpliance bligatins. e) Review updates prvided by management, external and/ r internal audit regarding the Cmpany s cmpliance with financial statutry requirements, and ther financial cmpliance bligatins. f) Direct actins, as apprpriate, t remedy financial cmpliance risks r instances f financial nn-cmpliance where these arise. g) Ensure the Managing Directr and Chief Financial Officer ( CFO ) state in writing t the Bard that the Cmpany s financial reprts present a true and fair view, in all material respects, f the Cmpany s financial cnditin, peratinal results and are in accrdance with relevant accunting standards and that financial recrds have been prperly maintained in accrdance with relevant crpratins laws. Internal Cntrl and Internal Audit a) Assist the Bard in reviewing the effectiveness f the Cmpany's internal cntrl envirnment cvering: Reliability f financial reprting. Apprpriateness f the financial cntrl envirnment. Cmpliance with applicable laws and regulatins. This includes verseeing the varius methds used t assist in reviewing the effectiveness f the internal cntrl envirnment, including internal audit and external audit. Cffey Crprate Services Pty Ltd 521This dcument is uncntrlled when printing Risk and Audit Cmmittee charter Gvernance plicies 2
b) Internal Audit The Cmmittee will: Determine the rle f internal audit within the Cmpany. Review and apprve the scpe f services and the rlling three year risk-based internal audit plan. Review and apprve the budget fr internal audit activities. Mnitr prgress against the internal audit plan. Review internal audit reprts and direct actin as required. Supprt internal audit in gaining management agreement n required actin plans and mnitr the implementatin f these plans. c) Mnitr the crdinatin f internal and external audits, and ther assurance activities, t ensure there is nt duplicatin f effrt r insufficient cverage f risk areas and t ensure the lwest effective cmbined fees d) Review the fraud preventin and detectin strategies and mnitr cmpliance against the prcedures that supprt these strategies including apprpriate reprting f fraudulent and imprper acts. i External Auditrs a) On an annual basis review the perfrmance f the External Auditr. b) Request applicatins fr tender f external audit services as deemed apprpriate, taking int cnsideratin assessment f perfrmance and value f the existing prvider, and tender csts. c) Recmmend t the Bard the appintment, remval and remuneratin f the External Auditr, and review their independence and cmpetence n an nging basis. d) Review and apprve the scpe f the external audit, the terms f their engagement and audit fees. e) Review any reprts prvided by external audit and mnitr the reslutin f all significant audit findings. f) Reslve any significant disagreements between the External Auditr and management g) Review and apprve the level f nn-audit services prvided by the External Auditr and ensure it des nt adversely impact n auditr independence. h) Prvide the External Auditr with a clear line f direct cmmunicatin at any time t either the Chair f the Risk & Audit Cmmittee r the Chairman f the Bard. Cffey Crprate Services Pty Ltd 521This dcument is uncntrlled when printing Risk and Audit Cmmittee charter Gvernance plicies 3
Risk Management a) Review and apprve the Cmpany s risk management strategy, risk management framewrk, risk management plicy, and supprting prcedures, including any changes made t these dcuments. b) Prmte awareness f a risk-based culture and the achievement f a balance between risk minimisatin and reward fr risks accepted. c) Review the Cmpany s risk appetite and tlerance annually t ensure its nging alignment with the Cmpany s strategies. d) Oversee management s actins in relatin t the identificatin, assessment, management and mnitring f the Cmpany s material risks by: Ensure material risks t achievement f the Cmpany s strategies are identified and assessed. Review and direct actin as apprpriate n the Cmpany s material risk reprt. Mnitr the Cmpany s internal and external envirnments t identify any new r emerging risks, t cmplement thse identified and reprted by management. Mnitr the implementatin and effectiveness f risk management plans fr the Cmpany s material risks. e) Review the business cntingency planning prcess within the Cmpany and be assured that apprpriate cntingency plans are in place fr material risks. f) Review the perfrmance f the Risk Management functins and recmmend imprvements t the Bard where required. g) Review the effectiveness f the Risk Management Framewrk at least annually. This review shuld include cnsideratin f the design f the Framewrk, including the risk management strategies, plicies and prcedures, as well as the peratinal effectiveness f the Framewrk, including whether it is understd and being cnsistently applied and dcumented acrss the Cmpany. h) Require the Managing Directr and the CFO, t state in writing t the Bard that the Cmpany s material risk reprt, and risk management framewrk review when cnducted, presents a true and fair view, in all material respects, f the Cmpany s system f risk management and internal cntrl (in line with Principle 7 f Crprate Gvernance Guidelines f August 2007 r any revised principles dealing with risk). i) Mnitr, n an nging basis, the Cmpany s financial risks, and apprve any significant mitigatin strategies and/ r prvide risk acceptance where apprpriate j) Ensure cmpliance with the Risk Management Framewrk as it relates t areas within the Cmmittee s respnsibilities. k) Ensure the Bard cnducts a strategic review f key risks at least annually and that these risks are linked and integrated t the management annual frmal risk review v) Cmpliance a) Oversee the effectiveness f the Cmpany s risk management cmpliance apprach. b) Review all significant instances f nn-cmpliance and cmpliance risks that are identified and reprted by management in relatin t cmpliance matters. Cffey Crprate Services Pty Ltd 521This dcument is uncntrlled when printing Risk and Audit Cmmittee charter Gvernance plicies 4
vi) Insurances a) Review insurance and ther risk transference arrangements, cnsider whether apprpriate cverage is in place and make recmmendatins t the Bard. v Other a) Review and mnitr the prpriety f related party transactins. b) Review the Prtected Disclsures Plicy and mnitr cmpliance with the prcedures that supprt the plicy including the reprting and investigating f reprts f unlawful and unethical practices. c) Cnduct r authrise investigatins int any matters within the Cmmittee s Charter. d) Perfrm ther functins referred t the Cmmittee by the Bard. In fulfilling its respnsibilities, the Cmmittee will: i) Ensure it has sufficient infrmatin fr infrmed decisin-making. i Meet with the external auditr and internal auditr at least twice a year r mre frequently if necessary. In additin, meet separately with the external auditr and internal auditr at least twice a year withut the presence f management. Agree an annual wrk plan f the Cmmittee. Have authrity, within the scpe f its respnsibilities, t seek any infrmatin it requires frm any emplyee r external party. 6. Independent external advice i) The Cmmittee may engage and/r terminate, at the expense f the Cmpany, any independent external adviser in relatin t any Cmmittee matter, as it determines are required t assist it in the full perfrmance f its functins. i The cmmittee may seek infrmatin directly frm any emplyee r external party, including the Internal Auditrs and External Auditrs. Other than in exceptinal circumstances, the external audit engagement partner shall be rtated every 5 years r mre frequently if the Cmmittee cnsiders it desirable t maintain the External Auditrs independence. In additin t meeting with the Cmmittee regularly, the External Auditrs have an unrestricted right t discuss any issues they deem necessary with the Chair f the Risk & Audit Cmmittee r, if deemed apprpriate by the External Auditrs, with the Chairman f the Bard. v) The external auditr is required t attend the Cmpany s Annual General Meeting and be available t answer sharehlder questins abut the cnduct f the audit and the preparatin and cntent f the audit reprt. vi) The internal audit functin, if utsurced, will be prvided by a firm ther than the external audit firm. Cffey Crprate Services Pty Ltd 521This dcument is uncntrlled when printing Risk and Audit Cmmittee charter Gvernance plicies 5
7. Frequency f meetings i) The Cmmittee will meet at least 4 times each year, prir t Bard meetings. It will als meet at such additinal times as the Cmmittee Chair r any member f the Cmmittee may request and deem necessary t fulfil their rle. Any Cmmittee member may cnvene a meeting f the Cmmittee r request the Secretary f the Cmmittee t d s, prvided the Chair and Secretary have been given reasnable prir ntice. 8. Attendance i) Any ther nn-executive directr f the Bard has a standing invitatin t attend and participate in meetings (n a nn-remunerated basis). i The appinted Cmpany External Auditr has a standing invitatin t attend and participate in meetings. The Managing Directr, the CFO and Grup Financial Cntrller will have a standing invitatin t attend each Cmmittee meeting, subject t exclusin as deemed apprpriate by the Cmmittee Chair frm time t time. Other executives and external specialists, including the Internal Auditrs, may be invited by the Chair f the Cmmittee t attend part r all f any meeting. v) The Cmmittee may ask management t present at Cmmittee meetings n issues relevant t the Cmmittee s duties and respnsibilities. 9. Meetings i) Reasnable ntice f meetings and the business t be cnducted will be given t members, alng with briefing materials. i 10. Secretary The Cmmittee Chair shall review the agenda fr each meeting prir t its issue. Any Cmmittee member may require business t be included in the agenda, prvided the Chair and Secretary have been given reasnable prir ntice f that business. Meetings f the Cmmittee will be cnducted in accrdance with thse prvisins f the Cmpany s Cnstitutin which relate t the prceedings f meetings, t the extent nt incnsistent with this Charter. i) The Secretary t the Bard will als act as Secretary t the Cmmittee. 11. Minutes i) Minutes f meetings f the Cmmittee shall be prepared by the Secretary, apprved by the Cmmittee Chair in draft and circulated t all members f the Cmmittee and t the Bard. i Minutes f meetings f the Cmmittee shall be cnfirmed at the next meeting f the Cmmittee and then signed by the Cmmittee Chair. All minutes f the Cmmittee will be entered int a minute bk in cmpliance with applicable legislatin and regulatry requirements. Cffey Crprate Services Pty Ltd 521This dcument is uncntrlled when printing Risk and Audit Cmmittee charter Gvernance plicies 6
12. Reprting The Cmmittee will prvide the fllwing reprting t the Bard: a) The Cmmittee Chair will prvide a reprt n the actins f the Cmmittee t the Bard at the first meeting f the Bard directly fllwing the meeting f the Cmmittee. b) The reprt shall include any material matters arising frm the Cmmittee meeting and any recmmendatins requiring Bard apprval and/r actin. c) Material risk reprts, which include financial risks as verseen by the Audit Cmmittee. d) The Cmmittee shall recmmend t the Bard, acceptance f significant Cmpany risk management strategies that are required t reduce material risks t within the Cmpany s risk tlerance. e) Cpies f Cmmittee papers and reprts, tgether with minutes f each Cmmittee meeting will be circulated t all Bard members. 13. Annual review i) The Cmmittee will cnduct an annual review f its perfrmance and effectiveness by reference t this charter and current best practice. Every 3 years, cnsideratin shuld be given t whether this perfrmance review shuld be cnducted by an independent party. i This review prcess will include a review f the apprpriateness f the terms f this Charter fr current circumstances. Where necessary, the Cmmittee may, by reslutin, alter the respnsibilities, functins r membership f the Cmmittee and recmmend t the Bard the frmal adptin f the revised Charter fr future peratins f the Cmmittee. 14. Dcument status The current status f this dcument is shwn belw. Title Versin Effective date Publisher Cntent wner Authrised by Risk & Audit Cmmittee charter (gvernance plicies) 1 27/09/2012 Cmpany Secretary Cmpany Secretary Cmmittee Chair 15. Dcument histry The histry f changes made t this dcument is shwn belw. Versin Date published Authr Descriptin 1 27/09/2012 Cmpany Secretary 1st versin Risk & Audit Cmmittee charter Cffey Crprate Services Pty Ltd 521This dcument is uncntrlled when printing Risk and Audit Cmmittee charter Gvernance plicies 7