Audit Committee Charter

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1 Commonwealth Bank of Australia ACN Audit Committee Charter 1. Purpose and Duties of the Audit Committee 1.1. It is the policy of the Group to have an Audit Committee of the Board at all times The purpose of the Audit Committee is to assist the Board in fulfilling its statutory and fiduciary responsibilities by providing an objective nonexecutive review of the effectiveness of the external reporting of financial information, and the internal control environment of the Group, including obtaining an understanding of the tax and accounting risks which face the Group. The Audit Committee is also responsible for the oversight of accounting policies, professional accounting requirements, internal and external audit and APRA statutory regulatory requirements, and the appointment of the external auditor. 2. Composition 2.1. The Audit Committee shall comprise at least three members. All members must be non-executive, independent directors and financially literate. At least one member must be a Financial Expert within the meaning of that term as described in the ASX Corporate Governance guidelines. The financial expert will be determined by the Board from time to time The Audit Committee chairman may not be the Chairman of the Board. The term of each member will be determined by the Board through annual review. The Risk Committee chairman will be a member of the Audit Committee and vice-versa to ensure the flow of relevant information between the two committees. 3. Quorum 3.1. The presence of one half of the members of the Committee (rounded upwards if not a whole number) is necessary to constitute a quorum. No business may be transacted unless a quorum is present. Page 1 of 7

2 4. Meetings 4.1. The Audit Committee will meet at least quarterly, and as required. The Audit Committee will invite the external auditor to all meetings of the Committee Minutes of the meetings will be circulated to all Directors and, as appropriate, to attendees. Reports shall be made to the Board from the Chairman of the Audit Committee following each meeting of the Audit Committee. 5. Powers of the Audit Committee 5.1. The Audit Committee has the power to call attendees as required, including open access to management, auditors (external and internal) and the right to seek explanations and additional information The Audit Committee will meet from time to time with the Group Auditor and external auditor without management or others being present Similarly, senior management and the internal and external auditor have free and unfettered access to the Audit Committee, with the Group Auditor having a direct reporting line, whilst maintaining a management reporting line to the Chief Financial Officer The Audit Committee has the option, with the concurrence of the Chairman of the Board, to retain independent legal, accounting, or other advisors to the extent the Committee considers necessary at the Group s expense. 6. Duties and Responsibilities of the Audit Committee 6.1. The duties and responsibilities of the Audit Committee are as follows: Provide an independent review of the Bank s financial reporting and the financial information prepared by management including oversee accounting policies and associated requirements. Provide assurance on the governance and control for the Group covering key business processes including risk frameworks. Review the processes that are used to reach the opinions provided in the regulatory certifications of the Chief Executive Officer and Chief Financial Officer, and management's report on internal control over financial reporting, and the disclosures made. Oversee APRA statutory reporting requirements and provide independent review of the Bank s reporting under these requirements. Page 2 of 7

3 Oversee, where required, the nomination of the external auditor to the Board for approval of the appointment by the shareholders, and review and approve the external auditor's fee. Oversee and appraise at least annually the independence, adequacy and effectiveness of the external and internal auditors (including the rotation of the external audit partner), and the scope and progress of their audit plans. Review and advise, for the purposes of the directors' report to be included in the annual financial report, the provision of all non-audit services by or on behalf of the external auditor during the year to the Group, whether those services comply with the statutory auditor independence requirements and the reasons why. Confirm the appointment or dismissal of the Group Auditor. Oversee and monitor the resolution of significant internal control deficiencies from Group Audit and the external auditor. Oversee policies and procedures for the receipt, retention and treatment of complaints and disclosures, on a confidential basis if necessary, regarding accounting, internal control, compliance, audit and other matters about which an employee has concerns, and the communication of these policies and procedures. Consider significant issues raised at other Audit Committees in the CBA Group and respond as appropriate. Review and discuss any reports concerning material violations of laws and regulatory requirements. 7. Limitation of Responsibilities 7.1. Each member of the Audit Committee is entitled to rely on the executives of the company for matters that are their responsibility and on the advice of counsel and other experts, so long as they are not aware of any grounds where reliance would be inappropriate. 8. Amendments to this Charter 8.1. The Audit Committee may recommend to the Board any amendments to this Audit Committee Charter. Page 3 of 7

4 Indicative Audit Committee Calendar Page 4 of 7

5 Committee Responsibility Matrix The Audit Committee (AC) focuses on providing assurance over the internal control environment (including risk frameworks), legal and regulatory breaches, accounting policies, and financial reporting requirements. This includes oversight of internal and external audit activities, subsidiary committee issues management and adequacy of credit provisioning. The Risk Committee (RC) focuses on governance over the key risk processes of the Bank, through providing perspectives to assist the full board to set the risk appetite, approving risk related policies, setting limits consistent with the board approved risk appetite, monitoring regulatory dialogue and reviewing the effectiveness of the risk frameworks. Committee charters and the operating model ensures no overlap of accountability and effective communication through to the Board. The Chairman of the Audit Committee sits on the Risk Committee and vice-versa, to ensure both committees are aware of the relevant issues raised in each. Risk Universe Responsibilities Credit Market Operational Legal, Compliance, Regulatory Fraud Insurance Liquidity Reputational Strategic Financial and Tax Risk Appetite - Establish perspectives for full Board review - Monitor effectiveness of risk appetite against business performance/strategy through reporting key trends (e.g. Chief Risk Officers report); escalate issues to full board - Monitor Group Audit s assurance of the effectiveness of appropriate delegations and policy adherence. Policy Supporting Risk Appetite - Approve risk related policies and business strategies and monitor performance against policy - Review policy breaches against regulatory standards (e.g. APRA Prudential AC Page 5 of 7

6 Risk Universe Responsibilities Credit Market Operational Legal, Compliance, Regulatory Fraud Insurance Liquidity Reputational Strategic Financial and Tax requirements) - Oversight of accounting policies and associated requirements - Reporting of legal issues identified by Legal Services (e.g. litigation, transactional, due diligence, or breach related) Delegated Authorities - Set delegations supporting strategy and appetite and monitor performance against delegations - Approve matters outside delegated authorities - Review adequacy of credit provisioning AC AC - Assurance over operating effectiveness of delegations and reporting of breaches Risk Frameworks - Approve creation and operation of risk frameworks (e.g. market, credit, operational etc ) - Monitor effectiveness of risk frameworks against business performance / strategy as it supports the risk appetite AC AC AC AC AC RC RC RC RC RC RC RC RC AC RC RC RC RC RC RC RC RC AC AC AC AC AC AC AC AC AC RC RC RC RC RC RC RC AC - Assurance over risk frameworks and monitoring resolution of internal control Page 6 of 7

7 Risk Universe Responsibilities Credit Market Operational Legal, Compliance, Regulatory Fraud Insurance Liquidity Reputational Strategic Financial and Tax deficiencies including but not exclusive of: - control breaches - technology related control deficiencies - tax compliance oversight - oversight of capital adequacy, including economic capital indicators - supporting Directors Questionnaire attestation from management Operational and Other - Oversight of internal, external audit activities including appointment, services provided (audit & non-audit) and reporting - Oversight of subsidiary committee reporting/issues Page 7 of 7

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