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Corporate Governance Policy

By Wayne Adams,2014-05-15 20:55
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Corporate Governance Policy

    Annexure A

    Audit & Risk Committee Charter

1. Audit & Risk Committee Functions

The primary function of the Audit & Risk Committee is to assist the Board in discharging its

    responsibility to exercise due care, diligence and skill in relation to the following areas:

(a) application of accounting policies to the Company’s financial reports and statements;

(b) monitoring the integrity of the financial information provided to shareholders,

    regulators and the general public;

(c) corporate conduct and business ethics, including Auditor independence and ongoing

    compliance with laws and regulations;

(d) maintenance of an effective and efficient audit; and

(e) appointment, compensation and oversight of the external Auditor, and ensuring that

    the external Auditor meets the required standards for Auditor independence.

The Audit & Risk Committee members have direct access to the Company’s external

    Auditors and have the authority to seek any information they require to carry out their duties

    from any officer or employee of the Company.

2. Audit & Risk Committee Composition

The ASDM Audit & Risk Committee is comprised of a minimum of two Directors, both of

    whom shall be independent, non-executive Directors.

The Company’s Audit & Risk Committee currently comprises Walter Kmet and Peter

    Kazacos.

The Chairman of the Audit & Risk Committee is an independent Director selected by the

    Board. Walter Kmet is the current Chairman of the Audit & Risk Committee.

3. Meetings and Attendance

The Audit & Risk Committee meets a minimum of three times per annum to consider the

    Company’s annual budget and strategic plan review, half-year financial results; and full-year

    financial results.

ASDM’s Chief Executive Officer and Chief Financial Officer are required to attend all Audit &

    Risk Committee meetings, with other attendees invited at the request of the committee

    members. The Company’s external Auditors (currently PricewaterhouseCoopers) are invited

    to attend at least two Audit & Risk Committee meetings per annum. The Chairman of the

    Audit & Risk Committee meets (at least annually) with the external Auditors without the

    presence of management.

The Company Secretary of the Company acts as Secretary of the Audit & Risk Committee.

    Proceedings of all meetings are minuted (by the Secretary) and signed by the Chairman of

    the Audit & Risk Committee.

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4. Independence of Auditors

The Audit & Risk Committee:

(a) closely monitors the independence of its Auditors;

(b) regularly reviews the independent safeguards put in place by its Auditors;

    (c) restricts the type of non-audit services which can be provided by its Auditors;

(d) undertakes a six-monthly review of non-audit fees paid to its Auditors; and

    (e) requires the rotation of the audit partner every 7 years and imposes restrictions on

    the employment of ex-employees of its Auditors.

5. Financial Reporting

The Audit & Risk Committee:

    (a) reviews half yearly and yearly financial reports and statements with management and

    the external Auditor;

    (b) reviews with management and its external Auditors, the results of the external audit

    and any significant issues identified;

    (c) reviews any accounting policy changes with management and the external Auditor;

    (d) makes recommendations to the board on significant accounting and financial policy;

(e) reviews representation letters from the CEO and the CFO; and

(f) where relevant reviews the financial reports of ASDM subsidiaries.

6. Risk Management Internal Audit and Internal Control

The Audit & Risk Committee:

    (a) reviews the framework for identifying, monitoring and managing significant business

    risks;

(b) reviews annual audit plans and activities for the internal audit function;

(c) monitors management’s response to reviews and recommendations for the internal

    auditors regarding internal control systems and procedures; and

(d) reviews the adequacy of resources and governance arrangements of the internal

    audit function.

7. Insurance Programme

The Audit & Risk Committee is responsible for reviewing the Company’s insurance

    programme at least annually having regard to the Group’s business and the insurable risks

    associated with the Group’s business.

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8. Regulatory Compliance and Ethical Matters

The Audit & Review Committee:

(a) obtains regular updates from management regarding compliance matters in relation

    to the Company’s compliance with significant statutory requirements; and

(b) considers the findings of any examinations by regulatory bodies.

9. Access

The Audit & Risk Committee:

(a) has unrestricted access to all records and staff of the Company (including internal

    audit) and the external Auditors;

(b) is authorised by the Board to obtain outside legal and other independent professional

    advice as necessary;

(c) submits two summary reports to the Board each year. A report is submitted to the

    respective board meeting that approve the half yearly financial statements and the full

    year financial statements; and

(d) provide a summary of its activities (verbal or in writing) at the next Board meeting

    following each meeting.

10. Review of Charter

The Audit & Risk Committee:

(a) is reviewed annually by the Committee to ensure that it remains consistent with the

    Committee’s authority, objectives and responsibilities; and

(b) all amendments to the charter are discussed and approved by the Board.

11. Remuneration of Committee Members

The Company’s policies regarding the terms and conditions for remuneration relating to the

    Audit & Risk Committee members are approved by the Board following receipt and

    consideration of professional advice. The total remuneration payable is set in accordance

    with the aggregate limits approved by shareholders.

The Company’s current remuneration for Audit & Risk Committee members is a

    supplementary fee of $[amount] per Non-Executive Director per meeting of that Committee.

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