|
Constitution
The Risk Management Committee shall be established by resolution of the Board.
Membership
The Risk Management Committee shall be appointed by the Board from among the non-executive directors of the company and shall consist of not less than three members with the majority being independent directors.
Directors will be appointed to the Risk Management Committee for a term of three years or such shorter time as they remain in the office of director.
Directors may not serve consecutive terms on the Risk Management Committee.
Chairman
The Risk Management Committee shall appoint an independent director as Chairman of the Committee.
Company Secretary
The company Secretary shall be the secretary of the Risk Management Committee.
Quorum
A quorum shall be two members.
Reporting procedures
The minutes are to be tabled at the Board meeting following the Risk Management Committee meeting along with any recommendations of the committee.
Duties
The duties of the Risk Management Committee are to provide recommendations to the Board about: |
- assessing the internal processes for determining and managing key risk areas, particularly:
a. non-compliance with laws, regulations, standards and best practice guidelines, including environmental and industrial relations laws;
b. litigation and claims; and
c. relevant business risks other than those that are dealt with by other specific board committees.
- ensuring that the company has an effective risk management system and that major risks to the company are reported at least annually to the board;
- receiving from management reports on all suspected and actual frauds, thefts and breaches of laws;
- evaluating the process the company has in place for assessing and continuously improving internal controls, particularly those related to areas of significant risk;
- assessing whether management has controls in place for unusual types of transactions and/or any potential transactions that may carry more than an acceptable degree of risk;
- meeting periodically with key management, internal and external auditors and compliance staff to understand and discuss the company’s control environment.
|
|
