The Audit and Risk Committee meets as required and at least four times throughout the year. For membership and attendance details of the Audit and Risk Committee, refer to the Directors’ Report. The qualifications and experience of each member of the Audit and Risk Committee is outlined in the director profiles in the Annual Report.
The composition of the Audit and Risk Committee is based on the following principles:
- The Committee should consist of non-executive directors only;
- The Committee should consist of a majority of independent directors;
- The Chairperson of the Committee should be an independent director and not the Chairperson of the Board;
- The Committee should consist of at least three members;
- The Committee should include members who are financially literate with at least one member who has financial and accounting related expertise.
The Audit and Risk Committee is governed by a charter which outlines the Committee’s role and responsibilities, composition, structure and membership requirements. The charter is reviewed annually to ensure it remains consistent with the Board’s objectives and responsibilities. Refer to the Group’s website at www.gwagroup.com.au under Corporate Governance Policies for a copy of the charter. A detailed Terms of Reference has been developed to ensure the Audit and Risk Committee meeting agenda is consistent with the Committee’s role and responsibilities as outlined in the charter.
The External Auditor, Internal Auditor, Chief Executive Officer, Chief Financial Officer, Company Secretary, other executives and senior management (as required) attend Audit and Risk Committee meetings, by invitation, to present the relevant statutory information, Financial Statements, reports, and to answer the questions of the members. At the Audit and Risk Committee meetings, the members will meet with the External Auditor without management present and also with management without the External Auditor present.
The main responsibilities of the Audit and Risk Committee include:
- Review of financial statements and external financial and non-financial reporting;
- Assess the management processes supporting external reporting;
- Assess whether the external reporting is adequate to meet the information needs for shareholders;
- Recommendations on the appointment and removal of the External Auditor and Internal Auditor;
- Review and monitor the performance and independence of the external audit function;
- Review of tax planning and tax compliance systems and processes;
- Review and monitor risk management and internal compliance and control systems;
- Assess the performance and objectivity of the internal audit function;
- Reporting to the Board on the Committee’s role and responsibilities covering all the functions in its charter.
The Company Secretary prepares the draft minutes for each Audit and Risk Committee meeting, which is tabled at the next Audit and Risk Committee meeting for review and approval. The draft minutes are also included in the Board papers for the next Board meeting following the Audit and Risk Committee meeting.