Approved by the Board: 22 July 2015
1. Introduction... 3 2. Authority... 3 3. Meetings... 3 4. Membership... 3 5. Quorum... 3 6. Sub-committee Reporting... 4 7. Roles and Responsibilities of the Sub-committee... 4 Financial Reporting... 4 External Audit... 4 Risk Management... 4 Corporate Governance... 4 8. Take Board Direction... 4 9. Sub-committee Performance... 5 10. Approval... 5 11. Review... 5 Page 2 of 5
The Audit and Risk Sub-committee (A&R) is appointed by the BWA Board (the Board) to assist the Board to carry out its corporate governance and oversight responsibilities in relation to BWA s financial reporting, internal control systems, risk management systems and the External Audit functions. The Sub-committee is responsible to the Board. The Sub-committee s overall role is to report to the Board and provide appropriate advice and recommendations on matters relevant to its Constitution in order to facilitate decision making by the Board. Under the authority contained in Clause 11 (g) of the BWA Constitution, the Board has approved the establishment of the Sub-committee. Within the scope of its responsibilities, the Sub-committee is generally authorised to: Seek any information from any employee or external party, including the External Auditor. Obtain legal or other professional advice; and Require the attendance of any BWA employee at its meetings. The members of the Sub-committee will have free and unfettered access to BWA senior management, the External Auditor, and vice versa. The Sub-committee shall meet as and when required. Formal minutes of each meeting will be taken. The Audit and Risk Sub-committee shall consist of at least three Members of BWA Board, who shall be appointed annually by the Board. All Sub-committee members should be financially literate. The Board may appoint consultants to provide specialist input if required. The Board shall nominate an independent Chair of the Sub-committee, who must not be chairperson of the Board. The CEO of BWA will be invited to attend Sub-committee meetings. The External Auditor may be invited to attend for all or part of any meeting, as and when considered appropriate by the Sub-committee. The attendance of any two Members of the Sub-committee will constitute a quorum sufficient to transact the affairs of the Sub-committee. Page 3 of 5
The Minutes of each meeting will provide the basis of official reporting to the Board. The minutes shall be presented to the next meeting of the Board immediately following the Subcommittee meeting. Financial Reporting 1. Monitor the integrity of the financial statements and review significant judgments made on strategic financial matters. 2. Provide guidance to the Board in ensuring that accounting policies and principles used by BWA are appropriate and that the financial reports are properly prepared. 3. Consider proposed regulatory, accounting or reporting issues to determine the potential impact on the financial reporting process. 4. Assess the adequacy of accounting records and supporting documentation. 5. Review the adequacy and integrity of management processes supporting financial reporting. External Audit 1. Review the External Auditor s periodic report on BWA and advise the Board on any significant findings and recommendations. 2. Ensure that management responds promptly and adequately to recommendations of the External Auditor and that agreed action items are addressed in a timely manner. Risk Management 1. Oversight of the assessment of strategic risks for BWA and understanding the principal risks affecting the financial, regulatory, events and operational exposures to the viability of BWA. 2. Review the internal control and risk management systems, and the adequacy and coverage of documented policies and practices to support these systems. 3. Ensure adequate systems are in place for prevention, detection and investigation of fraud and irregularities. 4. Periodically review management s risk assessment reports and risk mitigation action plans. Corporate Governance 1. Ensure that management has procedures in place to monitor compliance with statutory requirements, regulations and BWA policies. 2. Develop in consultation with BWA senior management, organisational policies. Such policies to be submitted and approved by the Board. 3. To implement a framework to review and monitor BWA policies. 4. Meet with regulatory authorities if required. As may (from time to time) be directed by the Board, the Sub-committee shall: Perform other oversight functions as required by the Board. Institute reviews or investigations if necessary. Page 4 of 5
The Sub-committee s performance will be reviewed annually by the Board. This policy has been approved by the Board. The Sub-committee s Terms of Reference shall be reviewed annually by the Board. Page 5 of 5