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AWB Limited - Audit Committee Charter


PURPOSE OF CHARTER

This Audit Committee Charter sets out the membership, responsibilities, authority and operation of the Audit Committee of AWB Limited (AWB).

AUTHORITY

The Committee is appointed and authorised by the Board of AWB to assist the Board in fulfilling its responsibilities. As such, the Committee exercises the authority and power delegated to it by the Board.

The Committee has the authority to conduct or direct any investigation required to fulfil its responsibilities and has the ability to retain, at AWB’s expense, such legal, accounting or other advisers, consultants or experts as it considers may be necessary from time to time in the performance of its duties.

COMPOSITION

Members of the Committee are appointed by the Board. The Chairman of the Board shall recommend the appointment or reappointment of each member of the Committee.

Only non-executive directors may be members of the Committee. The Committee is to be composed of at least three members the majority of whom must be independent. One of the members shall be the Chairman of the Risk Committee.

A quorum shall be three members.

Having regard to the operational, financial and strategic risk profile of the Group, it is appropriate that members of the Committee have a diverse range of backgrounds, skills and experiences. All members of the Committee shall be financially literate and at least one member shall have financial expertise.

CHAIRMAN

The Chairman of the Committee must be a non-executive Director of the Board and shall be eligible for re-appointment annually by the Board. The Chairman of the Committee should not also be the Chairman of the Board.

Should the Chairman be absent for all or part of a meeting, a designated member of the Committee shall deputise for the Chairman.

TERM

Each member shall be appointed for a term of 12 months. The performance of each Committee member shall be reviewed annually by the Chairman of the Committee in conjunction with the Chairman of the Board.

It is expected that no Committee member should serve on the Committee for a period of more than six years.

Periodic rotation of members’ appointments is to be encouraged. However, no more that one member should leave the Committee pursuant to rotation in any one year.

MEETINGS

Committee members may attend meetings in person or by electronic means.

The Committee should meet at least four times per year with such other meetings to be called as may be necessary from time to time.

In addition, the Chairman may call a meeting at any time and will call a meeting of the Committee if so requested by any member of the Committee or by the Chairman of the Board.

ATTENDANCE AT MEETINGS

The Chief Executive Officer, Chief Financial Officer and Chief Risk Officer shall attend each meeting of the Committee.

Any other members of management and/or parties external to AWB may be invited to attend any meeting of the Committee or part thereof.

The Company Secretary shall be appointed Secretary of the Committee.

DIRECT ACCESS

Direct access to the Committee shall be provided to executive management via the committee Secretary or Chairman.

Outside of Committee meetings, the Committee will have unfettered access to relevant executives, although the Chairman of the Committee will normally keep the Chief Financial Officer and Chief Risk Officer fully informed of any such dialogue.

DUTIES AND RESPONSIBILITIES

The primary responsibilities of the Audit Committee are to review the integrity of the Company’s financial reporting and to oversee the independence of the external auditor. Review of risk management and internal compliance and control systems is the responsibility of the Risk Committee.

Specific responsibilities include:

Audit Services

  • advise the Board on a policy for, and application of, the appointment, terms of engagement, and/or termination/retirement of the external auditor, including the criteria for appointment and annual performance review;
  • advise the Board on the engagement and termination of services of the internal auditors, including the criteria for appointment, and undertake annual performance review;
  • consider the independence of the external auditors on an ongoing basis, including duration of the appointment, the last dates of rotation of audit partners and analysis of fees paid, in particular materiality of fees for non audit services and the nature of non audit services;
  • review and where appropriate, endorse the approval of non audit services to be performed by the external auditors;
  • review and where appropriate, endorse the approval of non-audit services to be performed by the internal auditors;
  • review and approve both internal and the external audit plans, their scope and progress, and any significant changes to them, including any difficulties or restrictions on scope of activities, or significant disagreements with management; and
  • review and where appropriate endorse the recommendations of the internal and external auditors, and monitor Management’s implementation of any recommendations.

Financial Reporting

  • review and recommend to the Board for approval all external financial reporting of the Company prior to release;
  • review and monitor policy for related party transactions, including adequacy of disclosure;
  • review and monitor other unusual transactions;
  • review and assess the reliability and integrity of the management and financial information systems and policies including relevance, adequacy and timeliness of information provided to the Board and effectiveness of the overall control framework;
  • monitor processes for dealing with complaints or submissions to the Company about financial, internal control, or audit matters; and
  • review and monitor the process for, and provide an avenue for dealing with, confidential staff complaints concerning any financial control or risk related matter.

Other duties and responsibilities are:

  • meet privately on a regular basis with the Chief Financial Officer and the Chief Risk Officer;
  • in consultation with the Chief Executive Officer recommend to Board the appointment (and thereafter monitor his/her performance) and, if relevant, dismissal of the Chief Financial Officer;
  • examine any other matters referred to it by the Board;
  • refer in writing to the Risk Committee any matters that have come to the attention of the Committee that it considers are relevant for the Risk Committee;
  • review and recommend to the Board the form and content of any warranties to be provided by AWB Limited to AWB (International) Limited;and
  • meet privately with the internal and external auditors.


REPORTING AND ASSESSMENT

The Committee, through its Chairman, reports to the Board at the earliest possible Board Meeting after each Committee meeting, any matters that should be brought to the attention of the Board, and any recommendations requiring Board approval and/or action. Minutes are to be kept of all Committee meetings and circulated to the Board.

At least annually, a review of the Charter and its continuing adequacy shall be performed together with an evaluation of the Committee’s performance as it relates to the requirements of the Charter.

This Charter dated 26 September 2007 supersedes any terms of reference previously in force.


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