Audit Cmmittee Charter St Andrew s Insurance (Australia) Pty Ltd St Andrew s Life Insurance Pty Ltd St Andrew s Australia Services Pty Ltd Versin 3.0, 19 February 2018
Apprver Bard f Directrs St Andrew s Grup f Cmpanies Cmpany Secretary Owner Cmpany Secretary Functinal Owner Level 1 Plicy Hierarchy Classificatin Revisin Histry Versin Apprval Date Authr Descriptin 1 2 22 February 2016 Cmpany Secretary Annual Revisin f Plicy and amendments t meet requirements f the BOQ Grup Plicy Framewrk 3 19 February 2018 Cmpany Secretary Annual Revisin f Plicy 1 N changes were cnsidered necessary as a result f the 2017 annual review.
Cntents 1 Intrductin... 4 Scpe... 4 Objectives... 4 Duties and Respnsibilities... 4 Financial Reprting... 5 BOQ Grup Assurance functin... 5 External Audit Functin... 5 Actuarial... 7 Prudential & APRA... 7 Other Respnsibilities... 8 Cmplaints Prcedures... 8 Meetings... 8 Frequency... 8 Qurum... 8 Agenda and Minutes... 9 Reprting... 9 Cmmittee Membership... 9 Chairpersn and Secretary... 9 Chairpersn... 9 Secretary... 9 Charter Review... 10 BOQ Auditr Independence Plicy... 10 Cmmercial in cnfidence All rights reserved 3
1 Intrductin Scpe The Audit Cmmittee (the Cmmittee) perfrms the functins utlined in this charter, fr each f the fllwing entities that have peratins that require versight by the Audit Cmmittee. St Andrew s Australia Services Pty Ltd (SAAS); St Andrew s Insurance (Australia) Pty Ltd (SAI); and St Andrew s Life Insurance Pty Ltd (SALI) tgether, the St Andrew s Grup. The reference t the Bard in the Charter means the Bard f the St Andrew s Grup and/r the Bard f each entity referred t abve. The reference t Directrs means the directrs f the St Andrew s Grup. In relatin t the St Andrew s Grup, versight by the Audit Cmmittee f Bank f Queensland Limited (BOQ, the Bank r the BOQ Grup) will be satisfied by way f the receipt f reprts and updates, as agreed frm the Chairpersn f the Cmmittee t the Chair f the BOQ Audit Cmmittee. A reference t a plicy includes reference t such plicy, as amended frm time t time. Objectives The Cmmittee is a cmmittee f the Bard that assists the Directrs in discharging the Bard s respnsibilities fr the versight and gvernance f financial and audit matters. In this rle, the Cmmittee has n executive respnsibility. It is respnsible fr perfrming its duties in accrdance with its Charter and making recmmendatins t the Bard n the adequacy f external and internal audit and financial management. The bjectives f the Cmmittee reflect this imprtant rle and include the fllwing: Assisting the Bard t discharge its respnsibilities t exercise due care, diligence and skill in relatin t the: reprting f financial infrmatin t users f the financial reprts; applicatin f accunting plicies; and internal cntrl systems. Prviding a frmal frum fr cmmunicatin between the Bard and senir financial staff f bth the St Andrew s Grup and the Bank in relatin t financial matters. Imprving the efficiency f the Bard by undertaking tasks delegated t it by the Bard where such tasks shuld be discussed in sufficient depth. Imprving the effectiveness f the internal and external audit functins and the cmmunicatin between the Bard and the external auditrs, BOQ Grup Assurance and Management f the St Andrew s Grup. Reviewing the plicies gverning the St Andrew s Grup s prvisining in respect f insurance liabilities and nn-perfrming assets and the adequacy f these prvisins. Facilitating the independence f the external auditr, BOQ Grup Assurance and Reviewing Actuary. Prviding a structured reprting line fr BOQ Grup Assurance. Duties and Respnsibilities The Cmmittee is required t discharge the fllwing duties and respnsibilities: Cmmercial in cnfidence All rights reserved 4
Financial Reprting T review and reprt t the Bard n: Annual Financial Reprts, including making recmmendatins t the Bard and the Bard f the Bank fr the adptin f these reprts. The review is t include the fllwing disclsures: Any significant changes in accunting plicies, principles and practices. This includes any prpsed departures frm accunting standards; The apprpriateness f disclsures in the financial statements; Any significant audit adjustments; Related party transactins; and Any knwn issues that may have a material impact n the financial statements, including any material subsequent events. APRA statutry reprting requirements and ther financial reprting requirements. ASIC reprting requirements and enquiries. The reasnableness f significant estimates and judgements in the financial reprts. In cnjunctin with the external auditr, the apprpriateness f the accunting principles and plicies used. Respnses t cmplaints regarding accunting and auditing matters. The adequacy f the Cmmittee Charter n an annual basis. Whether external reprting is cnsistent with Cmmittee members infrmatin and knwledge and is adequate fr the Bard and the Bank s needs. Assessment f the Management prcesses supprting external reprting. BOQ Grup Assurance functin Oversight f the BOQ Grup Assurance functin acrss the St Andrew s Grup, including the review f, and reprting t the Bard (as necessary) n, the fllwing matters: The St Andrew s Grup s cmpnent f the BOQ Grup s annual Grup Assurance Plan, including the scpe and resurcing relevant t the St Andrew s Grup, t ensure it cvers all material risks. Any relevant reprts received frm the BOQ Grup s Grup Assurance functin relating t insurance risk, internal cntrls and systems and relevant BOQ Grup shared service functins, including status updates n issues raised by Grup Assurance and external audit. Review f the BOQ Grup s Grup Assurance budget and resurce plan relevant t the St Andrew s Grup. The adequacy, apprpriateness and respnsiveness f the St Andrew s Grup s Management t the BOQ Grup s Grup Assurance functin s findings and recmmendatins, and the timeliness with which actin plans are cmpleted. External Audit Functin The External Auditr cntributes t the safeguarding f the integrity f the St Andrew s Grup s financial reprting. Accrdingly, the St Andrew s Grup cnsiders that the External Auditr must demnstrate the fllwing attributes: Be an internatinally recgnised and respected accuntancy firm which has access t expert accunting standards research and sufficient resurces and technical expertise t carry ut the engagement. Have partners and staff that pssess prfessinal standing and apprpriate skills, knwledge and experience. An ability t prvide high audit quality cntrl prcesses and efficient audit services. Independence. Cmmercial in cnfidence All rights reserved 5
An ability t satisfy the terms f the BOQ Grup s Fit & Prper Plicy. 1.3.3.1 Appintment and Remval The prcedure adpted fr the selectin and appintment f the External Auditr may vary frm time t time. The selectin prcess will be determined by the BOQ Grup and may invlve firms tendering by invitatin r by hlding an pen tender. If the BOQ Bard determines that the BOQ Grup shuld g t tender fr external audit services, the St Andrew s Grup Audit Cmmittee will participate, as required, in the selectin and appintment prcess. The External Auditr selectin and appintment prcess is detailed in the BOQ Grup Audit Cmmittee Charter. The St Andrew s Grup Audit Cmmittee will facilitate the BOQ Grup Audit Cmmittee in satisfying its respnsibilities regarding the selectin and appintment f an External Auditr and will ensure that upn engagement, the External Auditr will have unfettered access t the St Andrew s Grup Management, staff, recrds and cmpany facilities, and is permitted reasnable, agreed time t cnduct the audit. The Cmmittee will reprt t the Bard n: when apprpriate, and based n the verall perfrmance assessment and the term f the current engagement, whether it recmmends that the external audit prgram be put ut t tender; its recmmendatins in relatin t any prpsed appintment r remval f the external auditr; and whether the external auditr is fit and prper fr the purpses f the Bank s Fit and Prper Plicy. 1.3.3.2 Engagement The Cmmittee will reprt t the Bard n: its review f the External Auditr engagement, which is t ccur at least annually; the scpe f the external audit in relatin t the St Andrew s Grup, particularly the identified risk areas and whether, in cnjunctin with Grup Assurance s internal audit prgram, all material risks and financial reprting requirements are cvered, tgether with any additinal agreed-upn prcedures, n a regular and timely basis; and the external audit plan in relatin t the St Andrew s Grup, its discussin f audit results and its cnsideratin f the implicatins f the external audit findings fr the cntrl envirnment. 1.3.3.3 Perfrmance The Cmmittee will reprt t the Bard n: an assessment f the external auditr s verall perfrmance, thrugh a frmal prcess, cnducted annually by the BOQ Grup; and whether the external auditr is fit and prper fr the purpses f the BOQ Grup s Fit and Prper Plicy. 1.3.3.4 Independence and Nn Audit Services The Cmmittee will reprt t the Bard n: whether the external auditr meets the applicable independence tests detailed in the BOQ Grup s Auditr Independence Plicy, Prudential Standard CPS 510 Gvernance (including APES 110 Cde f Ethics fr Prfessinal Accuntants), which is t ccur at least annually; and the review f the prvisin f nn-audit services by the Bank s external auditr, in terms f type and quantity f services prvided, including ensuring cmpliance with the BOQ Grup s Auditr Independence Plicy. Where the external auditr prvides nn-audit services, the reprt shuld state whether the Cmmittee is satisfied that the prvisin f thse services has nt cmprmised the auditr s independence. 1.3.3.5 Management The Cmmittee will reprt t the Bard n: Cmmercial in cnfidence All rights reserved 6
all representatin letters signed by the St Andrew s Grup s Management and ensure that the infrmatin prvided is cnsistent with the Cmmittee s knwledge; inquiries f the auditr if there have been any significant disagreements with the St Andrew s Grup s Management, irrespective f whether r nt they have been reslved; and the mnitring f the St Andrew s Grup s Management s adequacy, apprpriateness and respnsiveness t the external auditr s findings and recmmendatins. 1.3.3.6 External Auditr Rtatin The Cmmittee mnitrs the effectiveness f external auditr rtatin. The external auditr is required t rtate the lead audit partner and the audit review partner, s that neither rle is perfrmed by the same partner fr mre than five years, r mre than five years ut f seven successive years, in accrdance with the BOQ Grup Auditr Independence Plicy. The BOQ Grup Auditr Independence Plicy is administered by the BOQ Audit Cmmittee and any assignment that is taken by the external auditr n behalf f the St Andrew s Grup must be reprted t the BOQ Audit Cmmittee fr nting. Actuarial The Cmmittee will review and reprt t the Bard n: the SALI Appinted Actuary s recmmendatins n the insurance liability valuatin f SALI fr statutry and regulatry reprting purpses as at financial year-end; the SALI Appinted Actuary s recmmendatins n the estimatin f the capital base, prescribed capital amunt and prudential capital requirement f SALI fr statutry and regulatry reprting purpses as at financial year-end; the Chief Actuary s recmmendatins n the insurance liability valuatin f SAI fr statutry and regulatry reprting purpses as at financial year-end; the Chief Actuary s recmmendatins n the estimatin f the capital base, prescribed capital amunt and prudential capital requirement f SAI fr statutry and regulatry reprting purpses as at financial year-end; and where a Reviewing Actuary is appinted, the Reviewing Actuary s reprt n the external peer review f the insurance liability valuatin f SAI. 1.3.4.1 Appintment f the Appinted Actuaries f SALI and SAI and Reviewing Actuary f SAI Where thse appintments invlve the engagement f a persn nt emplyed by the St Andrew s Grup, the Cmmittee will make recmmendatins n the terms f the engagement and review the engagements at least annually, including independence tests in the case f the Reviewing Actuary. This will als include whether the Appinted Actuary and Reviewing Actuary are fit and prper fr the purpses f the Fit and Prper Plicy. Prudential & APRA The Cmmittee will review and reprt t the Bard n: the bjective, scpe and utcme f the annual targeted reviews (if relevant); the external auditr s annual assurance reprt n cmpliance with APRA prudential requirements and prudential statistical returns, and any assciated assessments and ther material prepared in cnnectin with fulfilling the requirements f APRA Prudential Standards; cmmentary r respnses prvided by APRA n reprts prvided by the external auditr, and any assciated assessments and ther material; and any cmmentary r respnse by the St Andrew s Grup s Management n the reprts, assciated assessments and ther material prvided in respnse t reviews cnducted by r n behalf f APRA, including all required actins (prudential and tripartite reviews). The Cmmittee members are t be available t meet with APRA n request. Cmmercial in cnfidence All rights reserved 7
Other Respnsibilities The Cmmittee will review and reprt t the Bard n: any discussins with the St Andrew s Grup s Management and the external auditr and any crrespndence with regulatrs r gvernment agencies which raise material issues r culd impact n matters regarding the St Andrew s Grup s financial statements r accunting plicies; any discussins with the BOQ Grup s General Cunsel regarding any legal matters that may have a material impact n the St Andrew s Grup s financial statements; and the review f Grup Assurance results and the status f the Grup Assurance annual plan that is relevant t the St Andrew s Grup; and any discussins and reprts prvided, as required, t the Chief Financial Officer (CFO) f the BOQ Grup, and the Chairpersn f the BOQ Audit Cmmittee (as necessary) n relevant audit matters that cme t the attentin f this Cmmittee. The CFO f the BOQ Grup and the BOQ Audit Cmmittee will refer t the Cmmittee any matters that have cme t the attentin f the CFO r the BOQ Audit Cmmittee that are relevant fr the Cmmittee fr nting r cnsideratin, r which shuld be dealt with by the Cmmittee. Cmplaints Prcedures The Cmmittee will respnd t cmplaints regarding accunting and auditing, including cmplaints frm thse wh wish t remain annymus. The cmplaints prcedure will perate as fllws: 1. The cmplaints will be brught t the attentin f the Cmmittee by the Head f Grup Assurance. 2. The cmplaints will be discussed by the Cmmittee and if directed by the Cmmittee, the Head f Grup Assurance will cnduct an investigatin and reprt back t the Cmmittee n the utcme f the investigatin. 3. The scpe f any investigatin will be set by the Cmmittee. 4. Where apprpriate, the Cmmittee may request the external auditr t assist in any investigatin. 5. The Head f Grup Assurance will respnd t any cmplaint at the directin f the Cmmittee. 6. The Head f Grup Assurance will maintain a register f cmplaints and reprt t each Cmmittee meeting, the details f any cmplaints received and the status f any utstanding cmplaints. 7. The cmplaints prcedure perates independently f the BOQ Whistleblwer Plicy. Cmplaints received in accrdance with the BOQ Whistleblwer Plicy will be investigated in accrdance with the prcedures utlined in the BOQ Whistleblwer Plicy. Meetings Frequency The Cmmittee will meet at least fur times per annum and therwise as required. One f the meetings must be prir t the Bard meeting at which the Bank s Annual Financial Reprts are adpted. The Chairpersn f the Cmmittee r the Chairpersn f the Bard may call a meeting f the Cmmittee at any time, r if s requested by any member f the Cmmittee. The external auditr will be invited t meetings f the Cmmittee. The Chief Actuary may be invited t the meetings f the Cmmittee. The Cmmittee may request certain parties t withdraw frm any part f a meeting. Qurum A qurum will cnsist f tw independent, nn-executive directrs. The members f the Cmmittee will meet with the external auditrs withut Management persnnel being present at least twice per annum. The Cmmittee may meet with Grup Assurance withut ther Management persnnel present. These meetings will address, amngst ther things, whether the internal r external auditrs (as the case may be) have received c-peratin frm Management and whether there have been any impediments t carrying ut their respective audits. Cmmercial in cnfidence All rights reserved 8
The Chairpersn f the Cmmittee will meet regularly and separately with the Head f Grup Assurance and with the external audit partner, and with the Chairpersn f the BOQ Audit Cmmittee. Representatives f Management f bth the St Andrew s Grup and the BOQ Grup may be invited t attend part r all f any meeting f the Cmmittee, unless the Cmmittee determines therwise. The Cmmittee may request certain parties t withdraw frm any part f a meeting. Agenda and Minutes The Cmmittee Secretary, in cnjunctin with the Chairpersn, will draw up the agenda fr each meeting. The agenda and supprting dcumentatin will be circulated t each member f the Cmmittee and attendees at least ne week prir t each meeting. The Cmmittee Secretary will prepare the Minutes f the Cmmittee meetings within 7 days f the cnclusin f each meeting. Draft minutes will be prvided t the Chairpersn f the Cmmittee fr review, prir t distributin t all Directrs. The draft Minutes will als be included in the papers fr the next Bard meeting. Reprting In additin t prviding the Bard with a cpy f the Minutes f its meetings, the Audit Cmmittee will, thrugh its Chairpersn, reprt t the Bard n its meetings, update the Bard abut material relevant t the Cmmittee s rle and make apprpriate recmmendatins fr apprval by the Bard. Cmmittee Membership The Cmmittee will cmprise a minimum f three nn-executive directrs f the Bard, with the majrity f members being independent directrs, in the assessment f the Bard under its Plicy n Independence. Where pssible, at least ne member shuld have prfessinal accunting, r prfessinal financial management expertise. Members will be given the pprtunity t attend technical r prfessinal develpment curses t assist them in keeping up t date with legislative, accunting r ther relevant issues. New members will be prvided with a cpy f the Cmmittee s Charter and ther specific infrmatin abut the St Andrew s Grup. The Cmmittee (including the Chairpersn f the Cmmittee) will be appinted by the Bard f Directrs, fllwing cnsideratin f recmmendatins frm the Nminatin & Gvernance Cmmittee f the Bank. Membership f the Cmmittee will be reviewed by the Bard, and the Bard f the Bank, n an annual basis. Chairpersn and Secretary Chairpersn The Chairpersn f the Cmmittee will be an independent nn-executive Directr f the St Andrew s Grup and will be appinted by the Bard f the Bank. The Chairpersn f the Bard must nt be the Chairpersn f the Cmmittee. The Chairpersn f the Cmmittee shuld reprt frmally t the Bard with a summary f the Cmmittee s wrk and results. This shuld include the Cmmittee s meetings, any frmal recmmendatins f the Cmmittee and ther majr issues f which Cmmittee believes the Bard shuld be infrmed. Secretary The Bank s Cmpany Secretary r his/her designated representative shall be appinted Secretary t the Cmmittee. Cmmercial in cnfidence All rights reserved 9
Charter Review The Cmmittee Charter is t be reviewed by the Cmmittee every year, with any changes t be submitted t the Bard fr apprval. BOQ Auditr Independence Plicy The BOQ Audit Cmmittee reviews annually the BOQ Auditr Independence Plicy n behalf f the BOQ Grup. This plicy was last apprved by the BOQ Bard in February 2017. Cmmercial in cnfidence All rights reserved 10