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MORAY TRAVEL GROUP LIMITED

By Melanie White,2014-05-17 04:50
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MORAY TRAVEL GROUP LIMITED

GOWING BROS LIMITED

    Audit Committee Charter

    To assist in the execution of the Board’s corporate

    governance responsibilities, the Board has established an audit committee.

    This charter governs the roles, responsibilities, composition and

    membership of the Audit Committee.

The Audit Committee comprises a minimum of two members, all of whom

    are non-executive directors. The Audit Committee must be chaired by an

    independent director and the Company Secretary acts as secretary of the

    Audit Committee. In case of an equality of votes upon any proposed

    resolution, the proposed resolution is to be taken to the Board for final

    determination.

Each member of the Committee must be able to read and understand

    financial statements. The Committee must also include at least 1

    member who is a qualified accountant or other financial professional with

    experience in financial and accounting matters.

A quorum for Audit Committee meetings will be two members.

Roles and responsibilities

    The purpose of the Audit Committee is to assist the Board in fulfilling its

    corporate governance and oversight responsibilities by attending to the

    following:

    ? review interim and annual financial statements in conjunction with

    the auditors;

    ? overview the establishment and maintenance of a framework of risk

    management;

    ? monitor and review internal controls and ethical standards for the

    management of the Company;

    ? ensure accounting records are maintained in accordance with

    statutory and accounting standards requirements;

    ? monitor and review systems designed to ensure financial

    statements and other information provided is timely, reliable and

    accurate;

    ? review asset values to ensure they are appropriate and meet the

    requirements of the Corporations Act and relevant accounting

    standards;

    ? review the audit process with External Auditors to ensure full and

    frank discussion of audit issues in the absence of management; RDF/55082487.DOC Board Charter 1

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    Audit Committee Charter

    ? provide a link between the board and the External Auditors,

    reviewing, on a half and full year basis, the financial results, tax

    returns and report to the board on findings prior to publication and

    release to the market; and

    ? review and evaluate the performance, independence and

    effectiveness of the External Auditors and the audit fee

    arrangements.

The Committee has unrestricted access to management, external auditors

    and all Company records for the purpose of carrying out its responsibilities

    under this Charter. The Committee has the power to engage

    independent experts it requires to help it fulfil its duties. Costs associated

    with this will be borne by the Company.

Audit Independence

The purpose of an independent statutory audit is to provide shareholders

    with reliable and clear financial reports on which to base investment

    decisions. In order to seek to ensure that this purpose is achieved, the

    Board has implemented the following framework:

    ? the Board is responsible to approve the appointment and require

    the removal where necessary of the External Auditor;

    ? the External Auditor is required to rotate the senior audit partner for

    the Company at least every five years;

    ? the External Auditor may, at the discretion of the Committee, be

    invited to attend any Audit Committee meeting;

    ? the External Auditor has the right to meet separately with the

    members of the Audit Committee, if this is considered appropriate

    by the Chairman;

    ? the External Auditor will report to the Audit Committee as to how the

    Company’s accounting practices and reporting procedures compare

    to best practice;

    ? the Company requires the External Auditor to provide suitable

    qualified personnel to ensure an effective audit. The External

    Auditor should provide audit personnel who are appropriately

    trained, capable of meeting technical standards, able to maintain

    confidentiality and behave in a professional manner at all times; RDF/55082487.DOC Board Charter 2

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    Audit Committee Charter

    ? the Audit Committee will require the External Auditor to confirm

    annually that it has complied with all professional regulations

    relating to External Auditor independence.;

    ? the Company requires its External Auditor to maintain quality

    control processes whereby all key accounting decisions are

    reached after appropriate consultation with technical and subject

    matter experts within the firm;

    ? as a matter of principle and sound corporate governance, the Audit

    Committee will require the External Auditor to annually provide

    assurance that total fees received by the External Auditor from the

    Company do not have a material impact on its operations or

    financial condition;

Meetings

The Audit Committee shall meet as frequently as its members may require

    but must, at a minimum meet 3 times per year. Management may attend

    meetings of the Committee by invitation.

Reporting to the Board

The Audit Committee must report to the Board at the first Board meeting

    subsequent to each Committee meeting, regarding the proceedings of

    each Audit Committee meeting, the outcomes of the Audit Committee’s

    reviews and recommendations and any other relevant issues.

The minutes of the Committee meetings will be included in the papers for

    the next full Board meeting subsequent to each Committee meeting.

Restrictions on Work by External Auditor

The following services by the External Auditor are prohibited to ensure that

    the independence of the External Auditor is not affected by conflicts. An

    External Auditor may not:

    ? be required to audit their own work;

    ? participate in activities that would normally be undertaken by senior

    management;

    ? be remunerated through a “success fee” structure; or

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    ? act in an advocacy role for the Company.

The External Auditor is permitted to provide non-audit services that are not

    perceived to be in conflict with auditor independence, including tax advice

    services. The approval framework requires the Managing Director’s

    approval for all assignments. All assignments are reported to the Audit

    Committee.. Notwithstanding the restrictions outlined above, the Board

    has the right to request the External Auditor to carry out a specific

    assignment, if it is determined by the Board that it would be in the best

    interest of the shareholders and the Company.

An External Auditor will not normally provide the following services:

    ? bookkeeping or other services relating to accounting records or

    design and implementation of financial information systems;

    ? appraisal or valuation of fairness opinions (relating to audit work);

    ? advice on deal structuring that may be subject to audit;

    ? advice on corporate strategy together with assistance in related

    documentation;

    ? actuarial advisory services;

    ? executive recruitment services or extensive human resource

    function;

    ? acting as broker-dealer, promoter or underwriter;

    ? provision of legal services; or

    ? internal audit services.

The Audit Committee will ensure that:

    ? the audit partners and any audit firm employee performing an audit

    of the Company are prohibited from being a director or an officer of

    the Company;

    ? the immediate family members of the audit firm partners and any

    audit firm employee involved in the audit of the Company are

    prohibited from being a director or an officer in a significant position

    at the Company until the lapse of a “cooling off” period of at least

    three years and after the three years “cooling off” period, can have

    no continuing financial relationship with the audit firm;

    ? a former audit firm partner is prohibited from being a director or an

    officer in a significant position at the Company until the lapse of a

    “cooling off” period of at least three years and after the three years

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    “cooling off” period, can have no continuing financial relationship

    with the audit firm; and

    ? the audit firm, its partners and its employees on the audit of the

    Company, and their immediate family members are prohibited from

    having direct or materially indirect investments in the Company.

Review of the charter

This charter shall be a living document and revised by the Board as

    required.

RDF/55082487.DOC Board Charter 5

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