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PowerTel Audit & Compliance Committee Charter
The Audit & Compliance Committee assists the Board in discharging its responsibility to
exercise due care, diligence and skill in relation to the PowerTel Limited.
The Committee acts
as a link between the Board and the external and internal auditors.
The Audit & Compliance Committee is primarily responsible for:
The selection, appointment and rotation of the company’s internal and external auditors;
Reviewing and assessing the internal and external auditor’s activities (including their
respective audit plans), scope and independence;
Reviewing the integrity of the consolidated entity’s financial and external reporting
(including the processes for supporting external reporting);
Reviewing all financial statements to be released publicly, including half yearly
(unaudited) and full yearly (audited) and any prospectus or similar shareholder
The Committee reports its findings to the Board prior to publication and
release to the market.
Reviewing, assessing and monitoring the consolidated entity’s internal controls and risk
management environment relating to accounting, financial and operating controls and
the appropriateness and adequacy of accounting policies and practices;
Assessing the adequacy of risk management relating to corporate governance and
maintaining appropriate controls against conflicts of interest and fraud;
Reviewing, assessing and monitoring the consolidated entities internal controls and risk
management processes for the identification of significant business risks and
Review the policy and compliance of that policy relating to any charges for services
supplied to or acquired from a substantial shareholder;
Ensuring that where major deficiencies or breakdowns in internal controls or procedures
have been identified, that appropriate and prompt remedial actions is taken by
The Audit and Compliance Committee reviews and monitors issues of litigation, tax, contingent
liabilities, environmental (to the extent of the company’s statutory obligations), culture including
the Code of Conduct, insurance and risk management. The Audit and Compliance Committee
annually review and assess the performance and objectivity of the internal and external
The Board and the Audit and Compliance Committee have unrestricted access to the external
and internal auditors and management. Management has access on a confidential basis directly
to the Committee Chairman.
Committee Size and Composition
The Board determines the size and composition of the Audit & Compliance Committee.
Audit & Compliance Committee consists of three non executive members of the Board and has
a majority of independent Directors.
The Audit & Compliance Committee members are:
Mr Richard Griffin AM (Chairman)
Mr Edward Sippel
Mr Justus Veeneklaas
Audit & Compliance Committee Meetings
The Committee meets formally at least three times a year and whenever necessary to deal with
urgent matters which might arise between scheduled meetings.
The external and internal auditors together with the Managing Director and the chief financial
officer normally attend Committee meetings to present reports or to raise issues, either
separately or together as is considered appropriate by the Chairman of the Committee.
The Committee Chairman summarises and reports to the Board the results of all Audit &
Compliance Committee meetings.
PowerTel Audit & Compliance Committee Charter
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External Auditor
The external auditor is appointed by the Board on the advice of the Audit & Compliance
Committee to review the draft half-yearly and annual financial statements and to report to the
Board on the findings prior to publication and release to the market.
The external auditor has
access to the Board without management.
The auditor’s lead engagement partner is rotated, at a minimum, on a 5-year basis for a
minimum 2 year period. The current lead engagement partner is due to be rotated after the
2006 year-end audit.
Internal Audit Function
The internal audit function is outsourced and is appointed by the Board on the advice of the
Audit & Compliance Committee to review, monitor and assess the internal management
controls and risk management processes.
Internal Audit is administratively responsible to the Chief Financial Officer and ultimately
responsible to the Audit & Compliance Committee for substantive matters.
Audit has access to the Audit & Compliance Committee, the Managing Director and the
Chairman of the Board.
Internal Audit has no management responsibility or authority for any PowerTel Limited
activities that are subject to internal audit, and must function independently of other
business activity within PowerTel Limited.
PowerTel staff have a duty to cooperate
with internal auditor.
Internal Audit are authorised to have full, free and unrestricted access to all PowerTel
Limited activities, records, property and personnel as may be necessary for the
performance of their duties.
Internal Audit will submit an annual audit plan and regular six monthly operational
plans to the Audit Committee.
Internal Audit is responsible for directing a comprehensive programme of internal
audits that will:
determine the adequacy and effectiveness of financial, operating and
information systems controls within PowerTel Limited;
ensure significant risks are identified and properly managed;
review the integrity of financial and other key data, including controls over the
security of communicating, recording and storing that data;
review established business units and systems to ensure compliance with those
policies, procedures, statutory requirements and legislation that may impact the
operations and financial reports of the PowerTel Limited;
review the means of safeguarding PowerTel Limited assets, including verification
where appropriate;
conduct investigations into cases of suspected fraud by PowerTel Limited staff
and make recommendations to management as appropriate;
carry out special reviews and investigations as requested by PowerTel Limited
Executive Management or the Audit Committee;
(viii) review the utilisation of PowerTel Limited resources during the audit process and
advise management as to the efficiency and effectiveness of their use;
PowerTel Audit & Compliance Committee Charter
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participate in the development of effective controls in new or significantly altered
Information Technology (IT) systems and advise management of compliance with
approved systems development guidelines;
carry out timely pre and post implementation reviews of significant newly
developed or altered IS systems;
conduct regular audits of security over PowerTel Limited business and
administrative activities;
liaise with the External Auditor to maximise efficiency of overall audit coverage;
(xiii) conduct follow-up audits to determine whether adequate corrective action has
been taken; and
(xiv) review the PowerTel Limited compliance with its corporate policies including the
code of conduct, share trading policy and continuous disclosure policy.
PowerTel Limited management will report details of findings, observations,
recommendations and corrective action taken in response to Internal Audit
recommendations to each Audit and Compliance Committee Meeting and the executive
team meetings when relevant.
Internal Audit has the right to be present at such meetings and also the right to private
access to the Audit & Compliance Committee.
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