Audit Committee
The board has established an audit committee consisting of three directors, two of whom are non-executive directors. The chairman may not be the chairman of the board.
The current members of the audit committee are:
- Thomas Swan (Chairman) – independent non-executive
- Ian Donaldson – independent non-executive
- Shane Stone – independent non-executive
The auditors and Chief Financial Officer are invited to Audit Committee meetings at the discretion of the committee. The committee members' attendance record is disclosed in the table of directors' meetings in the Directors Report. The Chief Executive Officer and the Chief Financial Officer declare in writing to the board that the company's financial report for the year presents a true and fair view, in all material respects, of the company's financial condition and operational result and is in accordance with relevant accounting standards. This statement is required annually.
The Audit Committee's charter is available upon request along with information on procedures for the selection and appointment of the external auditor, and for the rotation of external audit engagement partners.
The responsibilities of the audit committee include:
- reviewing the annual and half-year financial reports and other financial information distributed externally. This includes approving new accounting policies to ensure compliance with Australian Accounting Standards and generally accepted accounting principles, and assessing whether the financial information is adequate for shareholder needs
- reviewing the propriety of related party transactions
- assessing corporate risk assessment processes
- reviewing the Company's policies and procedures for convergence with Australian equivalents to International Financial Reporting Standards for reporting periods beginning on 1 July 2005
- assessing whether non-audit services provided by the external auditor are consistent with maintaining the external auditor's independence. Each reporting period the external auditor provides an independence declaration in relation to the audit or review
- providing advice to the board in respect of whether the provision of the non-audit services by the external auditor is compatible with the general standard of independence of auditors imposed by the Corporations Act 2001
- assessing the adequacy of the internal control framework and the Company's code of ethical standards
- organising, reviewing and reporting on any special reviews deemed necessary by the board
- monitoring procedures to ensure compliance with Corporations Act 2001 and the ASX Listing Rules and all other regulatory requirements
- addressing any matters outstanding with auditors, Australian Taxation Office, Australian Securities and Investments Commission, ASX and financial institutions
The Audit Committee reviews the performance of the external auditors on an annual basis and normally meets with them during the year to:
- discuss the external audit plans, identifying any significant changes in structure, operations, internal controls or accounting policies likely to impact the financial statements and to review the fees proposed for the audit work to be performed
- review the half-year and preliminary final report prior to lodgement with the ASX, and any significant adjustments required as a result of the auditor's findings, and to recommend board approval of these documents, prior to announcement of results
- review the draft annual and half-year financial report, and recommend board approval of the financial report
- review the results and findings of the auditor, the adequacy of accounting and financial controls, and to monitor the implementation of any recommendations made
