Audit Committee Charter
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English
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25 pages
English
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Audit Committee Charter Audit Committee Charter CONTENTS 1 INTRODUCTION .......................................................................................................... 3 2 AUDIT COMMITTEE .... 3 2.1 Role of Committee . 3 2.2 Additional Functions of Committee......... 3 2.3 Composition ........................................................................................................... 3 2.3.1 Number of Members and Quorum ... 3 2.3.2 Chairman ......... 4 2.3.3 Removal or resignation .................... 4 2.3.4 Committee may invite ...................................................................................... 4 2.3.5 Secretary ......................................... 4 2.4 Frequency and Procedure for Calling of Meetings etc. .......... 4 2.5 Committee Governance ......................... 4 3 DUTIES AND RESPONSIBILITIES .............................................................................. 5 3.1 Internal control ....................................... 5 3.2 Financial Reporting ................................................................ 5 3.3 Compliance with laws and regulations ... 5 3.4 Working with the Auditor ........................................................ 6 3.5 Reporting responsibilities ....................... 6 4 REVIEW ................................................................ 6 AUDIT COMMITTEE CHARTER Page 2 AUDIT COMMITTEE CHARTER 1 INTRODUCTION ...

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Nombre de lectures 16
Langue English

Extrait

    Audit Committee Charter     
 
 
 
  Audit Committee Charter   CONTENTS  1 INTRODUCTION .......................................................................................................... 3 2 AUDIT COMMITTEE .................................................................................................... 3 2.1 Role of Committee ................................................................................................. 3 2.2 Additional Functions of Committee......................................................................... 3 2.3 Composition ........................................................................................................... 3 2.3.1 Number of Members and Quorum ................................................................... 3 2.3.2 Chairman ......................................................................................................... 4 2.3.3 Removal or resignation.................................................................................... 4 2.3.4 Committee may invite ...................................................................................... 4 2.3.5 Secretary ......................................................................................................... 4 2.4 Frequency and Procedure for Calling of Meetings etc. .......................................... 4 2.5 Committee Governance ......................................................................................... 4 3 DUTIES AND RESPONSIBILITIES .............................................................................. 5 3.1 Internal control ....................................................................................................... 5 3.2 Financial Reporting ................................................................................................ 5 3.3 Compliance with laws and regulations ................................................................... 5 3.4 Working with the Auditor ........................................................................................ 6 3.5 Reporting responsibilities ....................................................................................... 6 4 REVIEW ....................................................................................................................... 6 
AUDIT COMMITTEE CHARTER
 
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 AUDIT COMMITTEE CHARTER  1 INTRODUCTION This is the charter of the Audit Committee of the Board of Directors of Natasa Mining Ltd. The charter governs the procedures for the Audit Committee and outlines the role and duties of the Committee.  2 AUDIT COMMITTEE 2.1 Role of Committee The Committee is appointed by the board of directors to assist the board in discharging its corporate governance and oversight responsibilities. The Committee will:  oversee the financial reporting process to ensure the balance, transparency and integrity of published financial information;  review the effectiveness of the company’s internal financial control ;  an independent audit process; ensure  recommend the appointment of the external auditor;  assess the performance of the external auditor; the company’s compliance with acts, regulations and its own Code of  oversee Conduct in relation to financial reporting; and  to the Board. report  In performing its duties, the Committee will maintain effective working relationships with the Board of directors, management, and the external auditor.  2.2 Additional Functions of Committee In addition to the purpose described above, the Board may delegate additional functions to the Committee from time to time. This may include, but not be limited to, review of wider corporate governance and specific risk management issues. 2.3 Composition 2.3.1 Number of Members and Quorum The Committee shall comprise of a minimum of 2 directors, and shall comprise all the non-executive directors and the Company’s Chairman (whether executive or non-executive).  The quorum for all meetings of the Committee will be 2 Committee members.
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2.3.2 Chairman The Board will appoint the Chairman of the Committee. In the absence of the Committee Chairman, the members will elect one of their number as Chairman for that meeting. 2.3.3 Removal or resignation If a member of the Committee retires, is removed or resigns from the Board, that member ceases to be a member of the Committee and the Board will appoint a successor. 2.3.4 Committee may invite The Committee may invite any member of the executive management, the internal auditor, the external audit engagement partner or other individual to attend meetings of the Committee.  At meetings held to consider half-year and full year reports, the external audit engagement partner will be invited to present his findings, comments and suggestions resulting from the audit work performed.  All directors, regardless of whether they are members of the Committee, are invited to attend the meetings and will be provided with copies of the Committee papers. 2.3.5 Secretary The Company Secretary will be the secretary of the Committee.  2.4 Frequency and Procedure for Calling of Meetings etc. The Committee will meet half-yearly or more regularly if necessary.  The Secretary or any Committee member may call a meeting of the Committee. Preferably one week prior to the date of a meeting a notice confirming the date, time, venue and agenda of the meeting will be distributed to each Committee member (with a copy to each Board member).  The Secretary will keep minutes of each meeting and the resolutions of the Committee.  The Chairman of the Committee will report to the Board following each meeting.  2.5 Committee Governance The Secretary will ensure that the minutes of the Committee meetings are included in the papers distributed with the agenda for the next Board Meeting.  When the auditor is present at meetings the Chairman will ensure that provision is made for discussion between non-executive members of the Committee and the auditor.
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 3 DUTIES AND RESPONSIBILITIES In order to fulfil its responsibilities to the Board the Committee will: 3.1 Internal control systems implemented by management for the the internal control  Understand approval of transactions and the recording and processing of financial data. and processes implemented by management to ensure Understand the controls that the financial statements are derived from the underlying financial systems, comply with relevant standards and requirements, and are subject to appropriate management review.  the overall effectiveness of the internal control and risk management Evaluate frameworks and consider whether recommendations made by the auditor have been implemented by management. 3.2 Financial Reporting  Gain an understanding of the current areas of greatest financial risk and how these are being managed.  significant accounting and reporting issues, including recent professional Review and regulatory pronouncements, and understand their impact on financial reports.  the periodic financial reporting process implemented by management Oversee and review the interim and annual financial statements prior to their release.  Receive and review all representation letters signed by management to ensure that the information provided is complete and appropriate.  Review management’s process for ensuring that information contained in analyst briefings and press announcements is consistent with published financial information, balanced and transparent. with management and the external auditors to review the financial Meet statements, the key accounting policies and judgments, and the results of the audit. the significant adjustments, unadjusted differences, disagreements with  Ensure management and critical accounting policies and practice are discussed with the external auditor.  Review the annual report before its release and consider whether the information is understandable and consistent with members’ knowledge about the company and its operations and lacks bias. 3.3 Compliance with laws and regulations  the effectiveness of compliance with acts, regulations and company Review mandates and the results of management’s investigation and follow up (including disciplinary action) of any fraudulent acts or noncompliance. that may have a material impact on regular updates of compliance matters  Obtain the company’s financial statements or compliance policies.
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  Be satisfied that all relevant compliance matters have been considered in the preparation of the financial statements.  Review the findings of any examinations by regulatory agencies. 3.4 Working with the Auditor  Annually review the performance of the external auditor and make recommendations to the board for the appointment, reappointment or termination of the appointment of the external auditor.  the external auditors’ proposed audit scope, approach and fee for the Review current year in the light of the company’s present circumstances and changes in regulatory and other requirements.  Discuss with the external auditor any audit problems encountered in the normal course of audit work, including any restriction on audit scope or access to information.  that significant  Ensurefindings and recommendations made by the external auditors and management’s proposed response are received, discussed and executed.   Discusswith the external auditor the appropriateness of the accounting policies applied in the company’s financial reports. 3.5 Reporting responsibilities board about Committee activities and make appropriate Regularly update the recommendations.  the board is aware of matters that may significantly impact on the Ensure financial condition or affairs of the business.  Prepare any reports required by law or listing rules or requested by the board, for example a report on the audit committee’s activities and duties to be included in the section on corporate governance in the annual report. 4 REVIEW The Chairman of the Committee will conduct an annual review of this Charter to ensure that it continues to meet the requirements of an effective Audit Committee. Any proposed amendments to the Charter that stem from such a review must be submitted to the Board for approval.  
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    Nomination Committee Charter    
  
 
 
  NOMINATION COMMITTEE CHARTER   CONTENTS  1 INTRODUCTION .......................................................................................................... 3 2 NOMINATION COMMITTEE ........................................................................................ 3 2.1 Role of Committee ................................................................................................. 3 2.2 Additional Functions of Committee......................................................................... 4 2.3 Composition ........................................................................................................... 4 2.3.1 Number of Members and Quorum ................................................................... 4 2.3.2 Chairman ......................................................................................................... 4 2.3.3 Removal or resignation.................................................................................... 4 2.3.4 Committee may invite ...................................................................................... 4 2.3.5 Secretary ......................................................................................................... 4 2.4 Frequency and Procedure for Calling of Meetings etc. .......................................... 4 2.5 Professional Advice................................................................................................ 5 3 DUTIES AND RESPONSIBILITIES .............................................................................. 5 3.1 Board composition ................................................................................................. 5 3.2 Board performance ................................................................................................ 5 3.2.1 Suggested Evaluation Criteria for Individual Directors..................................... 5 3.2 Suggested Evaluation Criteria for the Board ...................................................... 5 3.3 Succession plans ................................................................................................... 6 4 REVIEW ....................................................................................................................... 6 
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 NOMINATION COMMITTEE CHARTER  1 INTRODUCTION This is the charter of the Nomination Committee of the Board of Directors of Natasa Mining Ltd. The charter governs the procedures for the Nomination Committee and outlines the role and duties of the Committee.  2 NOMINATION COMMITTEE 2.1 Role of Committee The Committee is a committee of the Board. Its role is to review and make recommendations to the Board in respect of:  The structure, size and composition (including the skills, knowledge and experience) required of the board compared to its current position;  planning for directors and other senior executives in the course of its Succession work, taking into account the challenges and opportunities facing the company, and what skills and expertise are therefore needed on the board in the future and in particular for the key roles of Chairman and Chief Executive;  Identifying and nominating for the approval of the board, candidates to fill board vacancies as and when they arise; needs of the organisation, both executive and non-executive, with leadership  The a view to ensuring the continued ability of the organisation to compete effectively in the marketplace;  of the performance of the board; Evaluation  time required from non-executive directors; The  of the Audit and Remuneration Committees, in consultation with the Membership Chairmen of those committees;  re-election by shareholders of any director under the ´retirement by rotation´ The provisions in the Company´s Articles having due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required;  re-appointment of any non-executive director at the conclusion of their the specified term of office having given due regard to their performance and ability to continue to contribute to the board in the light of the knowledge, skills and experience required;  Any matters relating to the continuation in office of any director at any time including the suspension or termination of service of an executive director as an employee of the company subject to the provisions of the law and their service contract; and  appointment of any director to executive or other office. The
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 2.2 Additional Functions of Committee To consider such other matters as may be requested by the board of directors. 2.3 Composition 2.3.1 Number of Members and Quorum The Committee shall comprise of a minimum of 2 directors, and shall comprise all the non-executive directors and the Company’s Chairman (whether executive or non-executive).  The quorum for all meetings of the Committee will be 2 Committee members. 2.3.2 Chairman The Board will appoint the Chairman of the Committee. In the absence of the Committee Chairman, the members will elect one of their number as Chairman for that meeting. 2.3.3 Removal or resignation If a member of the Committee retires, is removed or resigns from the Board, that member ceases to be a member of the Committee and the Board will appoint a successor. 2.3.4 Committee may invite The Committee may invite any member of the executive management or other individual to attend meetings of the Committee. 2.3.5 Secretary The Company Secretary will be the secretary of the Committee.  2.4 Frequency and Procedure for Calling of Meetings etc. The Committee will meet annually or more regularly if necessary.  The Secretary or any Committee member may call a meeting of the Committee. Preferably one week prior to the date of a meeting a notice confirming the date, time, venue and agenda of the meeting will be distributed to each Committee member (with a copy to each Board member).  The Secretary will keep minutes of each meeting and the resolutions of the Committee.  The Chairman of the Committee will report to the Board following each meeting.  The Secretary will ensure that the minutes of the Committee meetings are included in the papers distributed with the agenda for the next Board Meeting.  
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 2.5 Professional Advice The Committee in identifying suitable candidates:  use open advertising or the services of external advisers to facilitate the may search; candidates from a wide range of backgrounds; and consider  shall candidates on merit and against objective criteria, taking care that consider  shall appointees have enough time available to devote to the position.  3 DUTIES AND RESPONSIBILITIES In order to fulfil its responsibilities to the Board the Committee will: 3.1 Board composition  Evaluate the range of skills, experience and expertise on the board to ensure the board has the appropriate competencies to discharge its mandate effectively.  Developfor identifying, assessing and enhancing director and implement a plan competencies.  Review and make recommendations to the Board regarding the composition of the board, the appointment of new directors and the continuance in office of existing directors. and transparent procedure for the selection and and pursue a formal  Formulate appointment of new directors. 3.2 Board performance 3.2.1 Suggested Evaluation Criteria for Individual Directors Contribution and effectiveness in:  Corporate governance.  Leadership through vision and values.  thinking and decision making. Strategic  and business acumen. Commercial  Teamwork.  Contribution to resolution of divergent views.  participation. Proactive  commitment. Time  3.2 Suggested Evaluation Criteria for the Board  Boardof processes which monitor business performance, Board Role: Adequacy member interaction with management, adequacy of Board knowledge, adequacy of business strategy, Board being informed, evaluation process for executives and Directors.
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