Financial Statements
1. to review the audited annual and half-yearly financial statements and any reports which accompany published financial statements before submission to the board, recommending their approval, focusing particularly on:

• any changes in accounting policies and practices;
• major judgmental areas;
• significant adjustments, accounting and financial reporting issues resulting from the internal and external audit;
• compliance with accounting policies and standards; and
• compliance with legal requirements.

2. to review the evaluation by management of factors related to the independence of the company’s public accountant and to assist them in the preservation of such independence.
3. to oversee management’s appointment of the company’s public accountant.

Related Party Transactions
4. to monitor and review the propriety of any related party transactions.

External Audit Function
5. to recommend to the board the appointment of the external auditor.
6. each year, to review the appointment of the external auditor, their independence, the audit fee, and any questions of resignation or dismissal.
7. to discuss with the external auditor before the audit commences the nature and scope of the audit,
8. to meet privately with the external auditor on at least an annual basis.
9. to determine that no management restrictions are being placed upon the external auditor.
10. to discuss problems and reservations arising from the interim and final audits, and any matters the auditors may wish to discuss (in the absence of management where necessary).
11. to review the external auditor’s management letter and management’s response.
12. to review any regulatory reports on the company’s operations and management’s response.

Communication
13. providing, through regular meetings, a forum for communication between the board, senior financial management staff involved in internal control procedures and the external auditors.
14. enhancing the credibility and objectivity of financial reports with other interested parties, including creditors, key stakeholders and the general public.
15. establishing procedures for complaints and reports regarding accounting, internal accounting controls and auditing matters and ensuring a mechanism for the confidential treatment of such complaints and reports including the ability to submit them anonymously.

Assessment of Effectiveness
16. to evaluate the adequacy and effectiveness of the company’s administrative, operating and accounting policies through active communication with operating management, internal auditors and the external auditors.

Oversight of the Risk Management System
17. to oversee the establishment and implementation by management of a system for identifying, assessing, monitoring and managing material risk throughout the company. this system will include the company’s internal compliance and control systems.
18. to review at least annually the company’s risk management systems to ensure the exposure to the various categories of risk are minimised prior to endorsement by the board.
19. to evaluate the company’s exposure to fraud.
20. to take an active interest in ethical considerations regarding the company’s policies and practices.
21. to monitor the standard of corporate conduct in areas such as arms-length dealings and likely conflicts of interest.
22. to identify and direct any special projects or investigations deemed necessary.
23. to ensure the appropriate engagement, employment and deployment of all employees under statutory obligations.
24. to ensure a safe working culture is sustained in the workforce.
25. to determine the company’s risk profile describing the material risks, including both financial and non-financial matters, facing the company.
26. to regularly review and update the risk profile.

Access and Authority
The committee has direct access to the external auditor and has authority to seek information from relevant officers and employees of the company. The committee has the authority to consult, at the company's expense, any independent professional advisor it considers appropriate.

Meetings
The committee must meet three times a year for the purpose of: -.

• reviewing the audit scope for the year and approve the annual letter of engagement of the external auditor;
• review, with the external auditor in attendance, the half-year financial report and the auditor's accompanying review; and
• review, with the external auditor in attendance, the annual financial report and the accompanying audit report;

The chairman may call additional meetings and is required to call a meeting if so requested by any member of the committee, by the external auditor or by the CEO. A quorum is two committee members. All Board members have the right of attendance at all meetings.

Decisions are by majority vote but the chairman is to report the fact of any dissenting vote to the Board.

Other Attendees
The CEO and CFO as well as other members of senior management may be invited to be present for all or part of the meetings of the Audit Committee, but will not be members of the committee.

Representatives of the external auditor and internal auditor are expected to attend each meeting of the Audit Committee and at least once a year the committee shall meet with the external auditors and separately with the internal auditors without any management staff or executives present.

Keeping of minutes and reporting
The company secretary will act as secretary of the committee and will be responsible, in conjunction with the chairman, for drawing up the agenda and circulating it, and for keeping minutes of the meeting and circulating them to committee members and other members of the Board. The minutes are to be tabled at the Board meeting following the Audit Committee meeting along with any recommendations of the committee.

Authority
The Audit Committee is authorised by the Board to investigate any activity within its charter.

The Audit Committee will have access to management and auditors (external and internal) with or without management present and has the right to seek explanations and additional information. It is authorised to seek any information it requires from any employees and all employees are directed to cooperate with any request made by the Audit Committee.

The Audit Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

The Audit Committee is required to make recommendations to the Board on all matters within the Audit Committee’s charter.