7 Audit Governance Committee Charter Approved April 20.

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• Publié par: Thyas
• Nombre de lectures: 25
• Langue: English

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Audit & Governance Committee Charter
Approved by the Golden Casket Board 14 April 2005
Golden Casket Lottery Corporation Limited

Audit & Governance Committee Charter


The Golden Casket Audit & Governance Committee is a Committee of the Board of Directors with
the objective of assisting the directors to discharge the Board’s responsibilities of oversight and
corporate governance.


Roles and Responsibilities

The Committee will act for Golden Casket Lottery Corporation Limited and its wholly owned
subsidiaries as an advisory body independent of management, including internal and external
audit. (In the allocation of resources for subsidiaries, the Committee will be cognisant of the
subsidiary’s processes and procedures and the material and reputation impact the subsidiary has
or may have on the consolidated Group.)

The Committee is charged with monitoring and/or reviewing:

1. Audit

• internal audit programs, functions, reports and activities
• effectiveness and integrity of the internal control systems
• effectiveness of the corporation’s fraud prevention program
• appropriateness of management’s responses to and implementation of recommendations in
relation to:
o internal audit reports;
o external audit reports; and
o Queensland Office of Gaming Regulation reports
• agreed audit recommendations for subsidiaries where the subsidiary does not have an Audit
Committee.
• audit plans of the internal and the external auditors, including the degree of co-ordination
between the two parties
• the extent to which the planned audit scope can be relied upon to detect weaknesses in
internal control, fraud or other illegal acts
• programs and policies which deal with the adequacy and effectiveness of internal controls over
the Corporation's operating, accounting and financial reporting systems. This assessment
should place particular emphasis on the controls over computerised systems
• performance of the External Auditor and the Internal Auditor and make recommendations to the
Board as to their cost and value for money

2. Financial

• the accuracy, completeness and timeliness of financial information and the financial statement
preparation
• financing of significant projects and/or significant financial transactions which are not part of
normal Corporate business
• Corporate budget and financial performance review processes
• the adequacy of financial disclosure in interim and annual financial statements
• implications of any significant changes in accounting policies
• the degree of choice available in the selection of appropriate accounting policies
• methods adopted by management to make sensitive accounting estimates
• the impact of Corporate developments on financial disclosures
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Audit & Governance Committee Charter
Approved by the Golden Casket Board 14 April 2005
• approval processes of financial statements
• published financial statements which require approval by the Board
• reports of management, including the draft annual report
• changes in accounting practices or policies and any accruals, provisions or estimates which
significantly affect the financial statements as well as other sensitive matters, such as
disclosure of related party transactions
• appropriateness of management’s responses to and implementation of recommendations in
relation to consultant’s reports
• jointly with management, the external auditors and, if necessary, legal counsel, any litigation,
claim or other contingency, including tax assessments, which could have a material effect upon
the financial position or operating results of the company, and the manner in which these
matters have been disclosed in the financial statements
• any other matter which affects its recommendation to the Board concerning the approval of the
financial statements
• quality and frequency of management reporting to the Board to enable timely reporting to
stakeholders on the financial condition of the Corporation

3. Compliance

• effectiveness of the Corporation’s compliance regime in line with the Australian Standards
• discharge of the Corporation’s compliance obligations such as relevant laws, regulations,
government policies, elected standards, codes and contracts
• operational changes resulting from the development of new legislation or changes in existing
legislation
• Corporate-wide Incident Management and Complaints Handling systems
• appropriateness of management’s responses to and implementation of recommendations in
relation to Compliance
• liaisons with Regulators

4. Risk Management

• effectiveness of the Risk Management systems as they related to the strategic and operational
business processes including company policies covering the management of risk and the
extent to which they provide an adequate safeguard to protect the assets (both tangible and
intangible) of the Corporation in line with the Board’s level of Risk tolerance
• the impact of changes to the risk profile in the Corporation
• processes undertaken to assess the insurance requirements of the Corporation and the
outcomes of those processes
• appropriateness of management’s responses to and implementation of recommendations in
relation to Risk Management

5. Ethics

• establishment and maintenance of a framework of ethical standards
• related party transactions
• the Corporation’s Register of Interests

6. Miscellaneous

• Minutes of Audit & Governance Committee (or equivalent) meetings of subsidiaries (where they
have their own Committee) for significant issues and auditor’s recommendations
• Minutes of Board meetings of subsidiaries (where the subsidiary does not have a separate
Audit & Governance Committee) for significant issues and auditor’s recommendations

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Audit & Governance Committee Charter
Approved by the Golden Casket Board 14 April 2005
The Committee may also perform or undertake on behalf of the Board any other tasks that the
Board may from time to time authorise.


Membership and Selection Process

The Committee shall consist of at least three persons who are:
• Non Executive Board members; or
• independent individuals (not being Board members) who have requisite expertise and are
not staff members of Golden Casket Lottery Corporation Limited or its subsidiaries.

(Non Executive Board members shall make up the majority of the Committee membership.)

Members will be appointed on their experience and expertise in relation to the responsibilities of
the Committee and it is recommended that at least one member should have a financial
background with experience of Accounting Standards, financial reporting and knowledge of
auditing requirements. The members will be appointed by the full Board which will also appoint the
Chairperson (The Chairperson will not be the Chair of the full Board). The members' terms of
appointment will coincide with the terms of appointment of other Board Committees, and provide
for both continuity of membership and the contribution of fresh perspectives.

A member of the Committee will be appointed by the Board to be a member of the Corporation’s
Compliance Committee. This member will in turn report directly to the Committee on matters
relating to Compliance and may as directed, report directly to the Board on the activities of the
Corporation’s Compliance Committee.

The Committee may appoint an officer of the Corporation as a Committee Secretary whose duties
will include the coordination of the Committee’s meeting agenda, distribution of meeting papers
and reports to Committee members (and other meeting attendees) and taking Minutes of each
meeting.


Quorum

The quorum for a Committee meeting will be more than half the members of the Committee.

In the absence of the Chairperson the members present will elect one of their number to be
Chairperson for that particular meeting.


Meetings

The Committee will meet a minimum of three times a year and these meetings will normally be in
conjunction with significant financial or other events.

The Committee shall determine who may attend meetings of the Committee.


The Committee may meet in private session with or without the Internal Auditors, External Auditors
or any other appropriate staff at any time during the year at the discretion of the Chairperson.

The Chairperson may call a special meeting of the Committee at the Chairperson’s discretion or
another Committee member’s request.


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Audit & Governance Committee Charter
Approved by the Golden Casket Board 14 April 2005
Minutes and Reporting

Minutes will be taken of all Committee meetings and circulated to members once approved by the