Charter

The Audit and Finance Committee has been established by resolution of the Board.

Membership

The Audit and Finance Committee will consist of not fewer than two members.  Members will be appointed by the Board. The Audit and Finance Committee will comprise:

• one member with financial expertise either as a qualified accountant or a financial professional with experience in financial and accounting matters; and
• one member who has experience in business.
  

Chairman

The Audit and Finance Committee will appoint a Director, other than the Chairman of the Board, to be the Chairman of the Committee.

Secretary

The Company Secretary will be the Secretary of the Audit and Finance Committee.

Other attendees

Members of Senior Management may be invited to be present for all or part of the meetings of the Audit and Finance Committee, but will not be members of the Committee.

Representatives of the external auditor and internal auditor are expected to attend some meetings of the Audit and Finance Committee.  The Committee shall meet with the external auditors at least once a year and separately with the internal auditors without any management or executives or staff present.

Quorum

A quorum will be two members.

Meeting Frequency

Audit and Finance Committee meetings will be held not less than three times a year to enable the Committee to undertake its role effectively.

In addition, the Committee Chairman is required to call a meeting of the Audit and Finance Committee if requested to do so by any member of the Audit and Finance Committee, the Board Chairman, the Managing Director, the internal auditor or the external auditor.

Authority

The Audit and Finance Committee is authorised by the Board to investigate any activity within its charter.  

The Audit and Finance Committee will have access to management and auditors (external and internal) with or without management present and has rights to seek explanations and additional information.  

It is authorised to seek any information it requires from any employee, and all employees are directed to cooperate with any request made by the Audit and Finance Committee.

The Audit and Finance Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

The Audit and Finance Committee is required to make recommendations to the Board on all matters within the Audit and Finance Committee's charter.

Reporting Procedures

The Audit and Finance Committee will keep minutes of its meetings.  The Secretary shall circulate the minutes of the meetings of the Committee to all members of the Committee for comment and change before being signed by the Chairman of the Audit and Finance Committee and circulated to the Board with the Board papers for the next Board meeting.  The minutes are to be tabled at the Board meeting following the Audit and Finance Committee meeting, along with any recommendations of the Committee.

Responsibilities

The Audit and Finance Committee is responsible for reviewing the financial position of the organisation, the integrity of the organisation's financial reporting and, overseeing the independence of the external auditors.  In particular, the Audit and Finance Committee has the following duties:

Financial statements

1. To review the audited annual and half-yearly financial statements and any reports which accompany published financial statements before submission to the Board, recommending their approval, focusing particularly on:

• major judgemental areas;
• significant adjustments, accounting and financial reporting issues resulting from the audit;
• compliance with accounting policies and standards, and legal requirements; and
• analysis of the organisation's financial position and performance.

• To review and assess the annual draft budget developed and presented by the Managing Director prior to recommending to the Board for approval.

• To monitor and review the propriety of any related party transactions.

• Each year, to review the appointment of the external auditor, their independence, the audit fee, and any questions of resignation or dismissal; and to recommend to the Board the appointment of the external auditor.
• To discuss problems and reservations arising from the interim and final audits, and any matters the auditors may wish to discuss (in the absence of management where necessary).
• To review any regulatory reports on the organisation's operations and management's response.

• To consider the appointment of the internal auditor, the audit fee (if externally contracted) and any questions of resignation or dismissal, to recommend to the Board the appointment of the internal auditor and to review and approve the internal auditor's charter.

• To provide, through regular meetings, a forum for communication between the Board, senior financial management staff involved in internal control procedures and the external auditors.
• To enhance the credibility and objectivity of financial reports with other interested parties, including creditors, key stakeholders and the general public.
• To establish procedures for complaints and reports regarding accounting, internal accounting controls and auditing matters and ensuring a mechanism for the confidential treatment of such complaints and reports including the ability to submit them anonymously.

• To oversee the establishment and implementation by management of a system for identifying, assessing, monitoring and managing material risk throughout the Company. This system will include the organisation's internal compliance and control systems.
• To take an active interest in ethical considerations regarding the organisation's policies and practices.
• To monitor the standard of corporate conduct in areas such as arms-length dealings and likely conflicts of interest.
• To identify and direct any special projects or investigations deemed necessary.
• To ensure the appropriate engagement, employment and deployment of all employees under statutory obligations.
• To ensure a safe working culture is sustained in the workforce.
• To determine the organisation's risk profile, describing the material risks, including both financial and non-financial matters, facing the Company.
• To regularly review and update the risk profile and report to the Board.

• To consider and recommend to the Board funding agreements with the State Government and other sources.
• To review the financial position and cash flows to ensure the liquidity and sustainability of the business.
  
• To ensure the financial model accurately represent the current and projected financial position of the State Governments funding agreements and other income.

• To consider and recommend to the Board funding agreements with property developers/owners as potential lessors.
• To ensure the agreements with developers/owners are consistent with company financial policy.
• To ensure the financial model accurately represent the current and projected financial position of the lease and third party agreements.