- “Board” means the Board of Directors of the Company
- “Committee” means Audit, Finance and Risk Committee
- “Company” means AWF Madison Group Limited
The Committee is a committee of the Board of the Company. Its principal function is to provide independent assurance and assistance to the Board and Chief Executive on the Company’s risk, control and compliance framework, and its external financial reporting and accountability responsibilities.
The Committee shall act as an advisor to the Board to assist the Board discharge its responsibilities relating to:
- Financial reporting and audit matters;
- Maintenance of an effective internal control environment;
- Statutory compliance;
- Maintenance of an effective risk management environment.
The Committee shall comprise all Board Members. The Board shall appoint a Chairperson of the Committee. The Chairperson will be a director who is not the Chairperson of the Board.
The Chair of the Committee shall be an independent Director. The Chief Executive Officer and the Chief Financial Officer will not be members of the Committee, but shall attend meetings of the Committee at the invitation of the Chair.
The Committee members, taken collectively, will have a broad range of skills and experience relevant to the operations of the Company. At least one member of the Committee will have accounting or financial management experience as “accounting or financial background” is described in the NZX Listing Rules.
A quorum of the Committee is two members. The Chairperson shall not have the casting vote in the case of a tie; and the members must resolve differences or disputes between themselves at the relevant meeting, failing which the matter will be referred to the full Board for a final decision on the subject matter of the tie.
The Committee will meet at least twice each year and as it deems necessary to properly fulfil its obligations and discharge its duties. Meetings shall also be held when requested by the Board, or by a Committee member, to consider any matters within its area of responsibility, or if so requested by the Chief Executive or the Company’s auditors. Directors who are not members of the Committee have a standing invitation to attend any meeting of the Committee. Members of management or any other party may be invited to attend any meeting of the Committee as considered necessary. The Committee may ask any party to withdraw from any part of any meeting where his or her performance is being discussed or for any other reason.
Notice of Committee meetings and the business to be conducted at such meetings shall be given to the members of the Committee, all other members of the Board, the Chief Executive Officer and the Chief Financial Officer. The notice and form of meeting requirements of the Committee shall be the same as for meetings of the full Board of Directors. The Chairperson shall review the agenda for each meeting prior to its issue. Any Committee member may require business to be included in the agenda.
The Committee shall meet with the external auditors at least once a year, including meeting without management present.
The minutes of all meetings will be circulated to the Board. The Chairperson will report to the full Board the recommendations of the Committee at the Board meeting immediately following the Committee meeting.
In addition to the circulation of the minutes, the Committee will, at least twice a year, report to the Board on its operation and activities. The report shall include:
- A summary of the work the Committee performed to discharge its responsibilities; and
- A summary of the Company’s progress in addressing the findings and recommendations made in external audit or other reports.
The Committee may, at any time, report to the Chief Executive or the Board on any other matters it deems of sufficient importance to do so.
Committee members must declare conflicts of interests at the start of each Committee meeting, and these will be appropriately recorded in the minutes. Where a member is deemed to have a real, or perceived, conflict of interest at a meeting, it may be appropriate that they are excused from the Committee deliberations on the issue where the conflict of interest exists.
Responsibilities and Duties
The Committee does not take actions or make decision on behalf of the board unless specifically mandated. The Board has delegated certain of its functions to the Committee. It is responsible for:
- Obtaining any information it needs from any employee and/or external party (subject to their legal obligation to protect information);
- Discussing any matters with the external auditor or other external parties (subject to confidentiality considerations);
- Requesting the attendance of any employee, including the Chief Executive and Chief Financial Officer at Committee meetings;
- Obtaining external legal, accounting or other professional advice, as considered necessary to meet its responsibilities, at the Company’s expense;
- Reviewing the financial statements and providing advice to the Board (including whether appropriate action has been taken in response to audit recommendations and adjustments), advising all Directors whether the financial statements comply with the appropriate laws and regulations and recommending their signing by the Board;
- Satisfying itself that the financial statements are supported by appropriate management sign-off on the statements and on the adequacy of the systems of internal controls. Including ensuring the annual certification in respect of the financial statements is signed by the Chief Executive and Chief Financial Officer; Reviewing the processes in place designed to ensure that financial information included in the Company’s Annual and Interim Reports is consistent with the signed financial statements;
- Reviewing any semi-annual Financial Statements that are required to meet banking requirements;
- Satisfying itself that the Company has appropriate mechanisms in place to review and implement, where appropriate, relevant external audit reports and other external review recommendations; and
- Reviewing accounting policies (including proposed changes to accounting policies and practices) against NZ GAAP and IFRS and recommend any changes to the Board for approval.
External audit is included within the Committee’s responsibilities. The Committee shall:
- Act as a forum for communication between the Chief Executive, Chief Financial Officer and external auditor;
- Provide input and feedback on the financial statements and the audit coverage proposed by the external auditor, and providing feedback on the audit services provided;
- Review all external plans and reports for planned and completed audits and monitoring management’s implementation of audit recommendations;
- Provide advice to the Board on action taken on significant issues raised in relevant external audit reports and good practice guides;
- Review and approve the scope of work, timetable and setting of the external auditors fees;
- Ensure appropriate rotation, at least every five years, of external auditors or lead partner; Review the independence of external auditors; and
- Determine what services (other than statutory audit) may be provided by the external auditors and monitor and approve such services provided.
- Meet regularly to monitor and review internal auditing practices;
- Having direct communication with and unrestricted access to the internal auditors or accountants.
Legislative and Contractual Compliance is included within the Committee’s responsibilities. The Committee shall:
- Determine that management has appropriately considered legal and contractual compliance risks as part of the Company’s risk assessment and management arrangements; and
- Review the effectiveness of the system for monitoring the Company’s compliance with relevant law, regulations and associated government policies, and with contracts to which the Company is a party.
Risk Management is included within the Committee’s responsibilities. The Committee shall:
- Ensure that management has in place a current and comprehensive risk management framework, and associated procedures for effective identification and management of the Company’s exposure to financial and business risks, including fraud;
- Determine that a sound and effective approach has been followed in developing strategic risk management plans for major projects or undertakings;
- Review the effect of the Company’s risk management framework on its control environment and insurance arrangements;
- Determine that a sound and effective approach has been followed in establishing the Company’s business continuity planning arrangements, including whether disaster recovery plans have been tested periodically;
- Review the Company’s fraud control plan and satisfy itself that the Company has appropriate processes and systems in place to capture and effectively investigate fraud-related information;
- Review the insurance arrangements of the Company; and.
- Determine that a sound and effective approach has been followed in developing a Cyber and Space Risk policy.
The Company’s Control Framework is included within the Committee’s responsibilities. The Committee shall:
- Ensure that management’s approach to maintaining an effective internal control framework, including over external parties such as contractors and advisers and including related party transactions is sound;
- Determine that management has in place relevant policies and procedures, and that these are periodically reviewed and updated;
- Determine that the appropriate processes are in place for management to exercise delegated authorities including review of the Delegations Policy;
- Consider how management identifies any required changes to the design or implementation of internal controls; and
- Review whether management has taken steps to embed a culture which is committed in ethical and lawful behaviour.
The Committee shall undertake or review any other matters referred to it by the Board.
The Committee shall have the authority to obtain such independent external advice as it deems necessary.
Review and Accountability
The Committee’s objectives, responsibilities and this Charter shall also be reviewed by the Board and any other person the Board considers appropriate.