Audit & Compliance Charter

The Board of Directors of Imdex Limited at a meeting held on 26 June 2002 has approved the following terms of reference for the Audit and Compliance Committee.  This Committee has the authority to review, on behalf of the Board, matters arising in all entities in the Group including funds operated.  Matters before the Committee will be considered, as far as it is possible to do so, under the discrete headings of Audit and Compliance.

Objectives

The objectives of the Audit and Compliance Committee will be:

  • To assist the Board of Directors of each entity in the Imdex Group to discharge their responsibility for externally reported financial information, ensuring  financial integrity and credibility of that reporting
  • To ensure that management has in place a process to identify and manage business risks
  • To seek to improve the quality of financial reporting, control systems and corporate governance of the Group
  • To oversee external audit functions
  • To monitor and ensure the Imdex Group conforms with requirements of the Corporations Act and Australian Securities & Investments Commission (“ASIC”)

Composition

Committee members will be members of the Board of Imdex.  The Committee will consist of a majority of non-executive directors.  The Chairman of the Committee shall be a non-executive director of the company.  Management and auditor representatives will be invited to attend Committee meetings, as appropriate.  The Secretary of the Committee shall be the Company Secretary of Imdex.

Meetings

Meetings are to be held approximately four times per year.  The Secretary will be required to give reasonable notice of a meeting.  Other officers of the Group or external persons may be invited to attend Committee meetings.  The Chairman will call a meeting of the Committee if so requested by any Committee member, any Director or the Auditors.  The Chairman of the Committee shall report the findings and recommendations of the Committee to the appropriate Board after each Committee meeting.

Function and Responsibility

Risk Management and Control Environment

The Committee takes responsibility for:

  • Monitoring corporate risk assessment and the internal controls instituted
  • Monitoring the establishment of an appropriate internal control framework, including information systems, and considering enhancements
  • Reviewing internal and external audit programs/reports to ensure that where deficiencies in controls or procedures have been identified, appropriate remedial action is taken by management

Financial Reporting

The Committee shall examine and consider any matters relating to the financial affairs of the Group and its internal and external audit that it considers necessary, including:

  • Reviewing financial statements and other financial information distributed externally
  • Monitoring the procedures in place to ensure compliance with accounting standards, Corporations Act and ASIC requirements, and any other statutory requirements applicable

Compliance

In relation to its compliance functions, the Committee shall consider any matters relating to the ongoing compliance of Group activities, particularly in respect of the various applicable laws and legislation and the regulators responsible for them.

Audit Functions

The Committee shall be responsible for:

  • Reviewing the nomination, performance and remuneration of the external auditors
  • Liaising with the external auditors and ensuring that the annual audits and half-year audit reviews are conducted in an effective manner
  • As required, evaluating the need for an internal audit function

Other Matters

The Committee shall:

  • Examine any other matters referred to it by the Board within the Imdex Group
  • Act honestly and exercise the degree of care and diligence expected of a reasonable person

Rights in Obtaining Information from Management

The Committee has the authority to seek any information it requires from any officer or employee of the Imdex Group and such officers or employees shall be instructed by the Board to respond to such enquiries.  The Committee is authorised to take such independent professional advice as it considers necessary.

Direct Dealings with the Auditor

The Chairman of the Committee has the authority of the Imdex Board to deal directly with the appointed auditor. A representative of the Group’s Auditor may be invited as considered appropriate.

Decision Making

Where any Committee member has a contrary view to a Committee decision, that view is to be reported to the Board.

Review of Charter

This Charter will be reviewed by the Committee, from time to time, to ensure that it continues to reflect the letter and spirit of all applicable laws and regulations and Imdex’s commitment to its staff and the community.