Audit Committee Charter. Bank of Queensland Limited
|
|
- Belinda Norton
- 5 years ago
- Views:
Transcription
1 Audit Committee Charter Bank of Queensland Limited Issue Date: 9 August 2018
2 AUDIT COMMITTEE CHARTER 1 Purpose The Bank of Queensland Limited (BOQ) Audit Committee (Committee) has been established by the BOQ Board (the Board) to assist the Board and the relevant BOQ subsidiary Boards (BOQ Group Boards) to effectively discharge their responsibilities by having of oversight of the integrity of the financial statements and financial reporting systems of BOQ and its subsidiaries (BOQ Group). For the avoidance of doubt, the Committee discharges the above responsibilities in relation to the Company and, as applicable, the entities it controls. However, BOQ s subsidiary companies, St Andrew s Australia Services Pty Ltd, St Andrew s Insurance (Australia) Pty Ltd and St Andrew s Life Insurance Pty Ltd (collectively, the St Andrew s Group) have a dedicated Audit Committee. The Charter of the St Andrew s Group Audit Committee provides that oversight by the Committee will be satisfied by way of the receipt of regular reports and updates from the Chair of the St Andrew s Group Audit Committee. 1.1 Role of the Committee The Committee provides assistance and makes considered recommendations to the Board in fulfilling its statutory and fiduciary responsibilities with respect to oversight of the financial reporting and financial control environment of the BOQ Group and reporting on its effectiveness. This Committee s role encompasses: (a) oversight of the integrity of the financial statements and financial reporting systems; (b) oversight of the BOQ Group s financial reporting, including oversight of the Australian Prudential Regulation Authority (APRA) and Australian Securities and Investments Commission statutory reporting and disclosure requirements; (c) oversight of Australian Accounting Standards requirements; (d) oversight of the BOQ Group compliance with, and reporting of, its taxation obligations and for the review and recommendation to the Board of appropriate tax risk management policy; (e) oversight of the performance and effectiveness of BOQ Group s Group Assurance function; (f) reviewing the appointment, compensation, performance, effectiveness and independence of the External Auditor; (g) providing a formal forum for communication between the Board and senior financial management; (h) improving the efficiency of the Board by delegating tasks to the Committee, where such tasks should be discussed in sufficient depth; and (i) being available to meet with APRA, on request. 2 The Committee 2.1 Composition (a) The Committee must comprise of a minimum of three independent non-executive members of the Board of Directors. (b) The Managing Director & CEO (MD & CEO), Chief Financial Officer (CFO), Chief Risk Officer, Treasurer, Head of Group Assurance, the External Auditor, and representatives of Management may be invited to attend part or all of any meeting of the Committee, as required. (c) Membership of the Committee will be considered by the Board on an annual basis. (d) BOQ s Company Secretary or his/her designated representative will be appointed as the Committee Secretary. (e) Members will be given the opportunity to attend technical or professional development courses to assist them in keeping up to date with legislative, accounting or other relevant issues.
3 2.2 Chair of the Committee AUDIT COMMITTEE CHARTER The Chair of the Committee will be an independent non-executive Director of BOQ and be appointed by the Board. The Chair of the Board of Directors or the Risk Committee should not be the Chair of the Audit Committee. The Committee Chair will chair Committee meetings. In the absence of the Committee Chair (or his or her properly appointed delegate), the members will elect one of their number as Chair of that meeting. 3 Meetings 3.1 Quorum A quorum will consist of two independent, non-executive members. 3.2 Agenda (a) The agenda for Committee meetings will be prepared by the Company Secretary and approved by the Committee Chair. (b) The agenda will include those items required by the Committee Charter and such other items as are requested by Committee members or Management and approved by the Committee Chair. (c) The agenda and supporting papers are to be delivered to Committee members by the Company Secretary at least seven (7) days in advance of each meeting. Late papers may be accepted only with the consent of the Committee Chair. 3.3 Scheduling and Notice (a) The Committee will meet as often as required to undertake its role effectively, but no less than four meetings per year. The Chair of the Committee or the Chair of the Board may call a meeting of the Committee at any time, or if so requested by any member of the Committee. (b) The Company Secretary will provide adequate notice to all members of the Committee of all meetings. 3.4 Voting (a) Meetings are governed by the provisions of the Company s constitution regulating directors meetings. (b) Wherever possible, the Committee should seek determine matters before the Committee by consensus. If the Committee is unable to reach a consensus on a matter, this will be recorded in the Committee minutes and the Committee Chair will advise the Board of the range of views held by members of the Committee on the issue. (c) Any person with a material personal interest in a matter being considered by the Committee must not be present when that matter is considered by the Committee. (d) For the avoidance of doubt, decisions of the Committee may be made at a duly called and constituted meeting or otherwise agreed by Committee members in accordance with those provisions of the Company constitution governing written resolutions. 3.5 Additional Attendees (a) Members of the Board who are not Committee members are entitled to attend Committee meetings but cannot vote on any matters being considered by the Committee. For the avoidance of doubt, all Committee papers are available to all members of the Board subject to the Company s rules in relation to conflicts of interests, as amended from time to time. (b) The Committee may, if it deems appropriate, invite to the Committee meeting, or hold private meetings with such advisers or Management personnel as the Committee may require.
4 3.6 Minutes AUDIT COMMITTEE CHARTER (a) Minutes are to be prepared for each Committee meeting. (b) The draft minutes of each meeting are to be reviewed by the Committee Chair and circulated to all Committee members by the Company Secretary as soon as practicable but no later than the distribution date for the papers for the next Committee meeting. (c) The Committee must confirm the minutes of each Committee meeting at its next meeting. (d) A copy of the minutes, once they have been approved by the Committee, must be signed by the Committee Chair and made available to the Company s Board. 3.7 Expert Advice The Committee has the right to seek independent professional advice in connection with carrying out its duties at the Company s expense. Prior written approval from the Chair of the Board is required prior to seeking such professional advice. 4 Reporting The Committee will report to the Board about Committee activities and make recommendations to the Board on matters relevant to the Committee s purpose. The Committee will prepare any reports required by law, the ASX Listing Rules or otherwise requested by the Board. 5 Responsibilities Without limiting its role, to fulfil its duties and responsibilities the Committee will: 5.1 Financial Reporting Processes (a) Review and discuss with Management and the External Auditor the half year reviewed and annual audited financial statements, and other financial information for public release (including but not limited to APRA Pillar 3 Disclosures), including recommendations to the Board for the adoption and/or release of these reports. (b) Discuss with Management and the External Auditor any significant financial reporting issues and judgements made in connection with the preparation of the BOQ Group s financial statements, including significant changes in the BOQ Group s selection or application of accounting principles. (c) Review, with the External Auditor, the External Auditor s report regarding significant findings in the conduct of their audit and the adequacy of Management s response. (d) Discuss with Management, the Head of Group Assurance and the External Auditor major issues as to the adequacy and effectiveness of the BOQ Group s internal controls over financial information, reporting and disclosure, as well as any special steps adopted in light of material control deficiencies. (e) Discuss with Management and the External Auditor judgements on the quality and appropriateness of the BOQ Group s application of accounting principles and policies, as applied in its financial reporting, including the use of alternative disclosures and accounting principles treatment. (f) Discuss with Management and the External Auditor the process surrounding, and the disclosures made by, the MD & CEO and the CFO in connection with their personal certification of the half year and annual financial statements. (g) Discuss with the External Auditor the BOQ Group s major financial risk exposures and the steps that Management has taken to monitor and control such exposures, including the BOQ Group s risk assessments and risk management policies. 5.2 External Audit function (a) Recommend to the Board the selection and removal of the external auditor, subject to shareholder ratification, considering independence, qualifications, performance and the effectiveness of the external auditor (including a review of the qualifications, background and experience of the external auditor).
5 AUDIT COMMITTEE CHARTER (b) Annually review the External Auditor's performance and independence and periodically benchmark the cost and scope of the external audit engagement. (c) In consultation with management, review and note the External Audit Plan and approve the terms of the annual engagement letter and audit fees. (d) Review and discuss the scope of the external audit, particularly the identified risk areas and whether, in conjunction with Group Assurance s internal audit program, all material risks and financial reporting requirements are covered, together with any additional agreed-upon procedures, on a regular and timely basis. (e) Review and discuss the provision of non-audit services by BOQ s External Auditor, in terms of type and quantity of services provided, including ensuring compliance with the Auditor Independence Policy. Where the external auditor provides non-audit services, the Committee should satisfy itself that the provision of those services has not compromised the auditor s independence. (f) Pre-approve categories of non-audit services that may be provided by the External Auditor. (g) Discuss and evaluate with the External Auditor any relationship that may impact their objectivity and independence. (h) Consider and oversee resolution of any disagreements between the External Auditor and Management regarding the BOQ Group s financial reporting. (i) Review and discuss with the external auditor all significant relationships the external auditor has with the BOQ Group and obtain a declaration from the external auditor to provide reasonable assurance that the external auditor s independence is maintained. (j) Periodically meet with the External Auditor without Management being present. 5.3 External Audit Rotation The External Auditor is required to rotate the lead audit partner and the audit review partner, so that neither role is performed by the same partner for more than five years, or more than five years out of seven successive years, in accordance with the BOQ Auditor Independence Policy. 5.4 Group Assurance function (a) Recommend to the Board the appointment and replacement of the Head of Group Assurance. (b) Periodically meet with the Head of Group Assurance without Management being present. (c) Review and recommend to the Board the Group Assurance Charter, annual Group Assurance Plan, and the adequacy of the budgeting and staffing of the Group Assurance function. (d) Review and discuss the regular Group Assurance reports, including Group Assurance s independent opinion and recommendations, Management responses, timing and implementation of action plans. (e) Annually review and discuss the structure, performance, adequacy and organisational independence of the Group Assurance function. (f) Monitor all audit issues rated as high and any and unsatisfactory audit outcomes. 5.5 Other Responsibilities (a) Discuss with Management and the external auditor any correspondence with regulators or government agencies which raise material issues or could affect matters regarding the BOQ Group s financial statements or accounting policies. (b) Review and discuss, and where appropriate, respond to any complaints that it has received regarding the BOQ Group s accounting and auditing practices and processes. (c) Discuss with BOQ s General Counsel any legal matters that may have a material impact on BOQ Group financial statements.
6 AUDIT COMMITTEE CHARTER (d) Regularly discuss and receive reports from the Chair of the BOQ Risk Committee and the Chair of the St Andrew s Group Audit Committee and the St Andrew s Group Risk Committee on relevant risk matters that should come to the attention of the BOQ Audit Committee. (e) The BOQ Auditor Independence Policy will be reviewed by the Committee for recommendation to the Board for approval of any amendments. The BOQ Audit Committee will refer to the BOQ Risk Committee, the St Andrew s Group Audit Committee or the St Andrew s Group Risk Committee any matters that have come to the attention of the BOQ Audit Committee that are relevant for the BOQ Risk Committee, St Andrew s Group Audit Committee or St Andrew s Group Risk Committee for noting or consideration, or which should be dealt with by that Committee. 6 Access The Committee has unrestricted access to executives of any other office or employee of the BOQ Group, as well as the External Auditor, in order to fulfil its role and undertake its duties. The Committee will provide the Head of Group Assurance, the External Auditor and other relevant executives with clear right of access to the Committee Chair. The External Auditor will have unfettered access to Management, staff, records and company facilities, and is permitted reasonable, agreed time to conduct its audit. Members of the Committee will be available to meet with APRA on request. 7 Annual Review 7.1 Committee Performance The Committee will undertake an annual review of its performance against the requirements of this Charter and provide that information to the Board along with any recommendations resulting from the review. 7.2 Committee Charter Review This Charter supersedes any charter or terms or reference previously in force. Any modifications to or replacements of this Charter must be approved by the Board. The Committee will review this Charter at least once per annum. The next scheduled review is July Definitions and Interpretation ASX means ASX Limited ACN and the exchange operated by it. Board means the board of directors of Bank of Queensland Limited. Company means the Bank of Queensland Limited, ABN Corporations Act means the Corporations Act 2001 (Cth) as amended from time to time. Director means a director of the Company or its subsidiaries. Listing Rules means the listing rules of the ASX. Technology means information technology and includes, without limitation, digital and innovation technologies.
Information Technology Committee Charter. Bank of Queensland
Information Technology Committee Charter Bank of Queensland 31 May 2018 1 1 Purpose The Information Technology Committee (Committee) has been established by the Bank of Queensland Limited (BOQ) Board with
More informationAudit & Risk Management Committee Charter
Audit & Risk Management Committee Charter Shine Corporate Ltd (the Company ) ACN 162 817 905 Level 13, 160 Ann Street Brisbane QLD 4000 Australia Contact Telephone: +61 7 3837 8416 Email: cosec@shine.com.au
More informationAudit and Finance Committee Charter
Introduction This Charter defines the purpose, authority and responsibility of Coca-Cola Amatil Limited s (Amatil s) Audit and Finance Committee (Committee). Purpose Responsibilities Financial Reporting
More informationClearView Wealth Limited ABN Board Risk and Compliance Committee Charter
ClearView Wealth Limited ABN 83 106 248 248 Board Risk and Compliance Committee Charter 20 June 2017 1 Document Control & Version History Policy Board Risk and Compliance Committee Charter Document Owner
More informationMercy Super Pty Ltd. as trustee for Mercy Super. Document Title: Audit, Risk and Compliance Committee Charter ABN Purpose of Document:
Mercy Super Pty Ltd ABN 11 789 425 178 as trustee for Mercy Super Document Title: Purpose of Document: Audit, Risk and Compliance Committee Charter This Charter sets out the terms of reference for the
More informationBoard Nominations Committee Charter
Board Nominations Committee Charter [# July 2011] 6 August 2014 PURPOSE 1) The function of the Westpac Banking Corporation (Westpac) Board Nominations Committee (Committee) is to assist the Board as the
More informationBoard Audit Committee Charter
Board Audit Committee Charter 1. OBJECTIVE 1.1 The main objective of the Board Audit Committee (the Committee or BAC ) is to assist the Boards of Voting Directors of Macquarie Group Limited ( Macquarie
More informationAUDIT & GOVERNANCE COMMITTEE CHARTER. BrainChip Holdings Ltd ("Company")
AUDIT & GOVERNANCE COMMITTEE CHARTER BrainChip Holdings Ltd ("Company") 1. PURPOSE The purpose of the Audit & Governance Committee ( Committee ) of the Board of Directors (the Board ) of BrainChip (the
More informationInvestment Committee Charter. The Hospitals Contribution Fund of Australia Ltd (ACN ) (the Company )
Investment Committee Charter The Hospitals Contribution Fund of Australia Ltd (ACN 000 026 746) (the Company ) Board approval date: 29 June 2017 Contents 1. Introduction and Purpose of this Charter...1
More informationAudit and Compliance Committee Charter
DREAMSCAPE NETWORKS LIMITED ACN 612 069 842 Audit and Compliance Committee Charter 24 March 2017 Classification Public Purpose Define the roles, responsibilities, membership and functions of the DN8 Audit
More informationAPN Funds Management Limited Audit, Risk & Compliance Committee Charter. July 2016
Audit, Risk & Compliance Committee Charter July 2016 Contents 1 Purpose of the Committee 2 2 Membership of the Committee 3 2.1 Composition and term of appointment 3 2.2 Annual report disclosure 3 3 Responsibilities
More informationThe Star Entertainment Group Limited
The Star Entertainment Group Limited (ABN 85 149 629 023) Risk and Compliance Committee Contents 1 Introduction to the 1 1.1 General 1 1.2 Authorities 1 1.3 Board approval 1 1.4 Definitions 1 2 Role of
More informationCYBG PLC BOARD AUDIT COMMITTEE CHARTER
CYBG PLC BOARD AUDIT COMMITTEE CHARTER 1. PURPOSE OF THE CHARTER This Charter sets out the authority, role, responsibilities, composition and meeting procedures of the CYBG PLC (the Company) Board Audit
More informationCARA OPERATIONS LIMITED AUDIT COMMITTEE CHARTER
CARA OPERATIONS LIMITED AUDIT COMMITTEE CHARTER 1. Statement of Purpose The Audit Committee (the Committee ) of Cara Operations Limited ( Cara ) has been established by the Board of Directors of Cara (the
More informationEMERA INCORPORATED AUDIT COMMITTEE CHARTER PART I MANDATE AND RESPONSIBILITIES
February 9, 2018 EMERA INCORPORATED PART I MANDATE AND RESPONSIBILITIES Committee Purpose There shall be a committee of the Board of Directors (the Board ) of Emera Inc. ( Emera ) which shall be known
More informationVirgin Australia Holdings Ltd Audit and Risk Management Committee Charter
Virgin Australia Holdings Ltd Audit and Risk Management Committee Charter 1. Introduction This Charter sets out the purpose, membership, responsibilities, authority and operation of the Audit and Risk
More informationCHARTER OF THE AUDIT & ETHICS COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC.
CHARTER OF THE AUDIT & ETHICS COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC. CHARTER OF THE AUDIT & ETHICS COMMITTEE OF THE BOARD OF DIRECTORS OF YRC WORLDWIDE INC. (Effective July 1, 2017)
More informationAUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER Purpose The Audit Committee ( Committee ) shall assist the Board of Directors (the Board ) in the oversight of (1) the integrity of the financial statements of the Company, (2)
More informationWESTJET AIRLINES LTD. ("WestJet" or the "Corporation") AUDIT COMMITTEE CHARTER
WESTJET AIRLINES LTD. ("WestJet" or the "Corporation") AUDIT COMMITTEE CHARTER Purpose The primary purpose of the Audit Committee (the Committee ) is to assist the Board of Directors (the Board ) in fulfilling
More informationGOLD FIELDS LIMITED. ( GFI or the Company ) AUDIT COMMITTEE. ( the Committee ) TERMS OF REFERENCE
GOLD FIELDS LIMITED ( GFI or the Company ) AUDIT COMMITTEE ( the Committee ) TERMS OF REFERENCE (Approved by the Board of Directors on 16 August 2016) 2 1. AUTHORITY AND FORMATION 1.1. The Committee is
More informationFAIRFAX FINANCIAL HOLDINGS LIMITED AUDIT COMMITTEE CHARTER
FAIRFAX FINANCIAL HOLDINGS LIMITED AUDIT COMMITTEE CHARTER Approved by the Board of Directors on February 17, 2005, except the Addition of Paragraph 21 of Section 4 was Approved by the Board of Directors
More informationAUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER Amended and Restated Charter AMENDED AND RESTATED CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF PFSWEB, INC. (AS OF MAY 3, 2016) PURPOSE The Audit Committee (the Committee
More informationAudit Committee Charter
Audit Committee Charter Brambles Limited Instituted: 4 December 2006 Amended: 20 August 2007, 29 January 2009, 23 June 2009, 14 February 2011 and 1 July 2014 1. Establishment of Committee and Amendment
More informationANNEX A. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NEXSTAR BROADCASTING GROUP, INC. (As Adopted on January 15, 2004) 1
ANNEX A CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF NEXSTAR BROADCASTING GROUP, INC. (As Adopted on January 15, 2004) 1 The Board of Directors ( Board ) of Nexstar Broadcasting Group, Inc.
More informationAudit and Risk Committee Charter
Queensland Rail Contents 1. Purpose... 2 2. Key Responsibilities... 2 3. Relationships... 3 4. Membership... 4 5. Meetings... 4 6. Conflicts of Interest... 5 7. Scope, Access and Authority... 6 8. Reporting...
More informationDANAHER CORPORATION CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Revised as of January 6, 2004; February 2005; May 15, 2007; and September 12, 2017 DANAHER CORPORATION CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS A. Policy Statement. The purpose of the Audit
More informationSCHWEITZER-MAUDUIT INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER. Amended and restated as of March 1, 2018
SCHWEITZER-MAUDUIT INTERNATIONAL, INC. AUDIT COMMITTEE CHARTER Amended and restated as of March 1, 2018 Purpose The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board )
More informationAUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER Mission Statement The primary purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Alcoa Corporation (the Company ) is: (A) to assist the Board
More informationCHARTER of the AUDIT COMMITTEE of APERGY CORPORATION
CHARTER of the AUDIT COMMITTEE of APERGY CORPORATION The Board of Directors (the Board ) of Apergy Corporation (the Company ) has adopted and approved this Charter, setting forth the purpose, responsibilities,
More informationBoard Remuneration Committee Charter
Board Remuneration Committee Charter 1. OBJECTIVES 1.1 The objectives of the Board Remuneration Committee (the Committee ) include making recommendations to the Boards of Voting Directors of Macquarie
More informationTerms of Reference of the AstraZeneca Audit Committee
1. Introduction 1.1. The AstraZeneca Audit Committee shall review and report to the Board on matters relating to the Company s financial reporting, internal controls over financial and non-financial matters;
More informationINVESCO LTD. AUDIT COMMITTEE CHARTER
INVESCO LTD. AUDIT COMMITTEE CHARTER This Audit Committee Charter (the Charter ) has been adopted by the Board of Directors (the Board ) of Invesco Ltd. (the Company ) in connection with its oversight
More informationCharter Audit and Finance Committee Time Warner Inc.
Charter Audit and Finance Committee Time Warner Inc. The Board of Directors of Time Warner Inc. (the Corporation ; Company refers to the Corporation and its consolidated subsidiaries) has adopted this
More informationGREENWOOD HALL, INC.
I. PURPOSE This Charter governs the operations and organization of the Audit Committee (the Committee ) of Greenwood Hall, Inc. (the Company ). The Committee is created by the Board of Directors of the
More informationENERGY QUEENSLAND LIMITED RISK AND COMPLIANCE COMMITTEE CHARTER. [March 2018]
ENERGY QUEENSLAND LIMITED RISK AND COMPLIANCE COMMITTEE CHARTER [March 2018] ENERGY QUEENSLAND LIMITED RISK AND COMPLIANCE COMMITTEE CHARTER 1. PURPOSE The Risk and Compliance Committee (Committee) is
More informationAUDIT AND RISK COMMITTEE CHARTER. LawFinance Limited (ACN )
AUDIT AND RISK COMMITTEE CHARTER LawFinance Limited (ACN 088 749 008) 31 December 2018 1 OBJECTIVE The overall objective of the Audit and Risk Committee is to assist the Board of Directors of the Company
More informationOPUS INTERNATIONAL CONSULTANTS LTD
OPUS INTERNATIONAL CONSULTANTS LTD RISK AND HEALTH & SAFETY COMMITTEE CHARTER APRIL 2016 Adopted at Opus Board meeting 12 April 2016 OPUS INTERNATIONAL CONSULTANTS LIMITED BOARD COMMITTEE CHARTER 1 Introduction
More informationTABLE TENNIS AUSTRALIA
TABLE TENNIS AUSTRALIA TTA Finance, Risk & Audit Committee Charter This Policy is enacted pursuant to Rule 19 of the TTA Constitution. Effective: as at 27 September 2018 TABLE OF CONTENTS Chapter 1 PURPOSE
More informationSTANDARD CHARTERED PLC (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE. The Board of Standard Chartered PLC (the Board ).
STANDARD CHARTERED PLC (the Company ) AUDIT COMMITTEE TERMS OF REFERENCE APPOINTED BY: MEMBERS: CHAIRMAN: ATTENDANCE: The Board of Standard Chartered PLC (the Board ). The Audit Committee (the Committee
More informationVALEANT PHARMACEUTICALS INTERNATIONAL, INC.
VALEANT PHARMACEUTICALS INTERNATIONAL, INC. 1. PURPOSE CHARTER OF THE AUDIT AND RISK COMMITTEE The (the Committee ) of Valeant Pharmaceuticals International, Inc. ( Valeant ) is appointed by the board
More informationVEECO INSTRUMENTS INC. CHARTER OF THE AUDIT COMMITTEE
VEECO INSTRUMENTS INC. CHARTER OF THE AUDIT COMMITTEE PURPOSE The Audit Committee of Veeco Instruments Inc. (the Company ) shall assist the Company's Board of Directors with the Board's oversight of the
More informationRisk Management Committee Charter
DREAMSCAPE NETWORKS LIMITED ACN 612 069 842 Risk Management Committee Charter 19 March 2018 Classification Public Purpose Define the roles, responsibilities, membership and functions of the DN8 Risk Management
More informationThe Committee should carry out the duties below for the Bank and subsidiary undertakings, as appropriate.
Metro Bank PLC Audit Committee Terms of Reference 1. Constitution The Metro Bank PLC (the Bank ) Board of Directors (the Board ) has established a Committee of the Board, known as the Audit Committee (the
More informationA majority of the members of the Committee must be independent non-executive Directors in accordance with the criteria set out in Annexure A.
AUDIT COMMITTEE CHARTER 1. ROLE The role of the Audit Committee is to assist the Board in monitoring and reviewing any matters of significance affecting financial reporting and compliance. This Charter
More informationGROUP POLICY GUIDELINES ON CORPORATE GOVERNANCE AUDIT COMMITTEE
GROUP POLICY GUIDELINES ON CORPORATE GOVERNANCE AUDIT COMMITTEE 1. ROLE 1.1 The role of the Committee is primarily to review and monitor the integrity of the financial reporting by the Company, to review
More informationBoard Governance and Compliance Committee Charter
Board Governance and Compliance Committee Charter 1. OBJECTIVE 1.1 The main objective of the Board Governance and Compliance Committee (the Committee or BGCC ) is to assist the Board of Voting Directors
More informationCentrica plc (the Company) Audit Committee (the Committee) - Terms of Reference
Centrica plc (the Company) Audit Committee (the Committee) - Terms of Reference Membership and constitution Membership Chairman Secretary Quorum Attendees Frequency of meetings Notice of meetings At least
More informationCHARTER of the AUDIT COMMITTEE of DOVER CORPORATION
CHARTER of the AUDIT COMMITTEE of DOVER CORPORATION The Board of Directors of Dover Corporation (the Company ) has adopted and approved this Charter, setting forth the purpose, responsibilities, authority
More informationTEEKAY TANKERS LTD. AUDIT COMMITTEE CHARTER
TEEKAY TANKERS LTD. AUDIT COMMITTEE CHARTER Purpose and Authority: The Audit Committee (the "Committee") of the Board of Directors (the "Board") of Teekay Tankers Ltd., a Marshall Islands corporation (the
More informationAudit and Risk Committee Charter
The Audit and Risk Committee (Committee) is a committee of the Board of CS Energy Limited (CSE). This Charter outlines the role and responsibilities as well as the composition and meeting requirements
More informationAudit and Compliance Committee Mandate. 1. Introduction. 2. Purpose and role of the committee. 3. Composition. 4. Statutory duties
1. Introduction 1.1 The Audit and Compliance Committee (the Committee) is constituted as a statutory committee of the Mr Price Group Limited (the Company) in respect of its statutory duties in terms of
More informationThe Star Entertainment Group Limited
The Star Entertainment Group Limited (ABN 85 149 629 023) Investment and Capital Expenditure Review Committee Contents 1 Introduction to the 1 1.1 General 1 1.2 Authorities 1 1.3 Board approval 1 1.4 Definitions
More informationAudit Committee Terms of Reference
Audit Committee Terms of Reference 1. Purpose The Audit Committee, working closely with the Risk Committee, is responsible for assisting the Board in discharging its responsibilities for monitoring the
More informationNorwegian Cruise Line Holdings Ltd. Audit Committee Charter
Norwegian Cruise Line Holdings Ltd. Audit Committee Charter The Board of Directors of Norwegian Cruise Line Holdings Ltd. (the Company ), has adopted this charter (this Charter ) of the Audit Committee
More informationFRONTIER CREDIT SERVICES Audit Committee Charter
FRONTIER CREDIT SERVICES Audit Committee Charter Organization The Audit Committee ( Committee ) is a standing committee of the Board of Directors (jointly, the Board ) of Frontier Farm Credit, ACA/FLCA/PCA
More informationTHE CO-OPERATIVE BANK PLC AUDIT COMMITTEE. Terms of Reference
THE CO-OPERATIVE BANK PLC AUDIT COMMITTEE Terms of Reference 1. CONSTITUTION 1.1 The Co-operative Bank plc (the Bank ) Terms of Reference for the Audit Committee (the Committee ) were approved by The Co-operative
More informationDirect Line Insurance Group plc (the Company ) Audit Committee (the Committee ) Terms of Reference
Direct Line Insurance Group plc (the Company ) Audit Committee (the Committee ) Terms of Reference Chair An independent Non-Executive Director. In the absence of the Chair of the Committee, the remaining
More informationPINNACLE FOODS INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
PINNACLE FOODS INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (Revised as of February 14, 2018) I. PURPOSE The Audit Committee (the Committee ) shall: A. Provide assistance to the Board of Directors
More informationAudit and Compliance Committee Terms of Reference and Charter ( Charter )
TasNetworks Policy Audit and Compliance Committee Terms of Reference and Charter ( Charter ) Version Number 4.0 December 2016 Overview of this Policy The Audit and Compliance Committee (the Committee)
More informationAUDIT COMMITTEE TERMS OF REFERENCE
INTERTEK GROUP PLC AUDIT COMMITTEE TERMS OF REFERENCE 1 Membership 1.1 comprise at least three members. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination
More informationFRANKLIN RESOURCES, INC. AUDIT COMMITTEE CHARTER. 1. Purpose. The purpose of the Audit Committee (the Committee ) is to:
FRANKLIN RESOURCES, INC. AUDIT COMMITTEE CHARTER This Audit Committee Charter (the Charter ) has been adopted by the Board of Directors (the Board ) of Franklin Resources, Inc. (the Company ) in connection
More informationNOMINATING AND GOVERNANCE COMMITTEE CHARTER
NOMINATING AND GOVERNANCE COMMITTEE CHARTER Amended and Restated on June 4, 2015 1. Purpose. The Board of Directors (the Board ) of PDC Energy, Inc. (the Company ) has duly established the Nominating and
More informationCHARTER. 1. Develop, continually assess and monitor compliance with corporate governance principles applicable to the Company;
CHARTER GOVERNANCE AND NOMINATING COMMITTEE OF THE BOARD OF DIRECTORS MAXWELL TECHNOLOGIES, INC. The Governance and Nominating Committee ( Governance Committee ) shall be appointed by the Board of Directors
More informationTERMS OF REFERENCE FOR THE AUDIT COMMITTEE
TERMS OF REFERENCE FOR THE AUDIT COMMITTEE References to the Company shall mean SSE plc. References to Directors shall mean Directors of SSE plc. References to the Committee shall mean the Audit Committee.
More informationCYBG PLC. Board Audit Committee. Charter
Charter Committee Role The CYBG Board (Board) Audit Committee (BAC / Committee) is the board level Audit Committee for CYBG PLC (CYBG) and its subsidiaries including for the avoidance of doubt, Virgin
More informationAptiv PLC. Audit Committee Charter
Aptiv PLC Audit Committee Charter TABLE OF CONTENTS I. Purpose of the Committee... 3 II. Authority and Delegations... 3 III. Membership... 3 IV. Limitations Inherent in the Audit Committee s Role... 4
More informationTerms of Reference Audit Committee
Terms of Reference Audit Committee Last updated 24 March 2015 1.0 Objective 1.1 The Committee is responsible to the Managing Board for the oversight of the financial reporting process, the integrity of
More informationINDEPENDENCE HOLDING COMPANY CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
INDEPENDENCE HOLDING COMPANY CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) to assist the Board
More informationAUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER Purpose The purpose of the Audit Committee (the Committee ) of the Board of Directors (the "Board") of Conduent Incorporated (the Company ) shall be to assist in Board oversight
More informationALUFER MINING LIMITED ( the COMPANY ) AUDIT COMMITTEE CHARTER
1. Composition of the Committee ALUFER MINING LIMITED ( the COMPANY ) AUDIT COMMITTEE CHARTER 1.1 The Company Secretary, or their nominee, shall act as the secretary of the Committee. 1.2 The quorum necessary
More informationAudit Committee. Terms of Reference. 1. Membership
Audit Committee Terms of Reference 1. Membership 1.1. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination & Corporate Governance Committee in consultation
More informationHCA HEALTHCARE, INC. AUDIT AND COMPLIANCE COMMITTEE CHARTER
As amended and approved, effective on January 23, 2018 HCA HEALTHCARE, INC. AUDIT AND COMPLIANCE COMMITTEE CHARTER Purpose The primary purposes of the Audit and Compliance Committee (the Committee ) of
More informationSECURE TRUST BANK PLC ( STB or Company ) AUDIT COMMITTEE. TERMS OF REFERENCE adopted by the Board on 6 October
SECURE TRUST BANK PLC ( STB or Company ) AUDIT COMMITTEE TERMS OF REFERENCE adopted by the Board on 6 October 2016 1 (to take effect from Admission 12 October 2016 ) References to the Committee means the
More informationKOWLOON DEVELOPMENT COMPANY LIMITED ( the Company ) Terms of Reference of AUDIT COMMITTEE ( the Committee )
KOWLOON DEVELOPMENT COMPANY LIMITED ( the Company ) Terms of Reference of AUDIT COMMITTEE ( the Committee ) 1. Constitution The Board of Directors of the Company ( the Board ) resolved on 15 September
More informationTHE AUDIT AND RISK COMMITTEE CHARTER
THE AUDIT AND RISK COMMITTEE CHARTER Index 1. Introduction 2.Purpose of the Charter 3. Composition of the Committee 4. Role of the Committee 5. Responsibilities 6. Authority 7. Meetings and Procedures
More informationCoreLogic, Inc. AUDIT COMMITTEE CHARTER
CoreLogic, Inc. AUDIT COMMITTEE CHARTER (As amended, effective December 6, 2016) The Board of Directors ( Board ) of CoreLogic, Inc. ( Company ) has adopted this charter for its Audit Committee (the Committee
More informationLondon Stock Exchange Group plc ("the Company") Audit Committee Terms of Reference
London Stock Exchange Group plc ("the Company") Audit Committee Terms of Reference Approved by the Board of the Company on 5 December 2018. Effective 1 January 2019. 1. Purpose 1.1 The Audit Committee
More informationBLACK KNIGHT, INC. Audit Committee Charter
BLACK KNIGHT, INC. Audit Committee Charter I. Committee Purpose and Responsibilities The Audit Committee (the Committee ) of the Board of Directors (the Board ) of Black Knight, Inc. (the Company ) is
More informationTRUPANION, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. As adopted June 13, 2014
TRUPANION, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS As adopted June 13, 2014 I. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of
More informationSTANWELL CORPORATION LIMITED
STANWELL CORPORATION LIMITED AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER This Charter outlines the purpose and responsibilities of the Audit and Risk Management Committee of the Stanwell Corporation Limited
More informationNAMPAK LIMITED RISK AND SUSTAINABILITY COMMITTEE CHARTER
NAMPAK LIMITED RISK AND SUSTAINABILITY COMMITTEE CHARTER Page 2 1. INTRODUCTION 1.1 The Risk and Sustainability Committee ( the Committee ) is constituted as a committee of the board of directors of Nampak
More informationROYAL BANK OF CANADA ADMINISTRATIVE RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF ROYAL BANK OF CANADA
Charters of committees of Board of Directors of Royal Bank of Canada Excerpted from ROYAL BANK OF CANADA ADMINISTRATIVE RESOLUTIONS ADOPTED BY THE BOARD OF DIRECTORS OF ROYAL BANK OF CANADA (hereinafter
More informationAUDIT COMMITTEE CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Purpose AUDIT COMMITTEE CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS The purpose of the Audit Committee (the Committee ) is to assist the Board of Directors (the Board ) of Waters Corporation
More informationAUDIT COMMITTEE TERMS OF REFERENCE THE BRITISH UNITED PROVIDENT ASSOCIATION LIMITED AUDIT COMMITTEE. Terms of Reference
THE BRITISH UNITED PROVIDENT ASSOCIATION LIMITED 1. Constitution and Role AUDIT COMMITTEE Terms of Reference The Committee s current Terms of Reference were reviewed and adopted by a resolution of the
More informationAudit Committee. Charter APRIL 13, Purpose. Membership and Quorum. Duties and Responsibilities
Purpose Audit Committee Charter APRIL 13, 2016 The Audit Committee s (the Committee ) purpose is to assist the Board of Directors (the Board ) in its oversight of (1) the integrity of Massachusetts Mutual
More informationCHARTER OF THE AUDIT AND RISK COMMITTEE
CHARTER OF THE AUDIT AND RISK COMMITTEE OF B&S GROUP S.A. This Charter was adopted by the Supervisory Board on 24 August 2018 Due to the fact that legislation and regulations may change, this Charter may
More informationCIT Group Inc. Charter of the Audit Committee of the Board of Directors. Adopted by the Board of Directors October 22, 2003
Last Amended: May 9, 2017 Last Ratified: May 9, 2017 CIT Group Inc. Charter of the Audit Committee of the Board of Directors Adopted by the Board of Directors October 22, 2003 I. PURPOSE The purpose of
More informationAmended and Restated Charter of the Audit Committee of the Board of Directors of Sally Beauty Holdings, Inc.
Amended and Restated Charter of the Audit Committee of the Board of Directors of Sally Beauty Holdings, Inc. As Adopted by the Board of Directors August 27, 2012 This Charter sets forth, among other things,
More informationFEDERAL HOME LOAN BANK OF BOSTON CHARTER OF THE AUDIT COMMITTEE
FEDERAL HOME LOAN BANK OF BOSTON CHARTER OF THE AUDIT COMMITTEE This Charter is intended as a component of the flexible framework within which the Board, assisted by its committees, directs the affairs
More informationTUPPERWARE BRANDS CORPORATION. Audit, Finance and Corporate Responsibility Committee Charter (Effective November 18, 2009)
TUPPERWARE BRANDS CORPORATION Audit, Finance and Corporate Responsibility Committee Charter (Effective November 18, 2009) Statement of Purpose The purposes of the Audit, Finance and Corporate Responsibility
More informationTHE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER
THE HARTFORD FINANCIAL SERVICES GROUP, INC. AUDIT COMMITTEE CHARTER PURPOSE The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) to assist the Board in overseeing (1)
More informationADOBE SYSTEMS INCORPORATED. Charter of the Audit Committee of the Board of Directors
ADOBE SYSTEMS INCORPORATED Charter of the Audit Committee of the Board of Directors I. PURPOSE This Charter specifies the scope of the responsibilities of the Audit Committee (the Committee ) of the Board
More informationGOLDEN ENTERTAINMENT, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. CHARTER (as of February 9, 2016)
GOLDEN ENTERTAINMENT, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER (as of February 9, 2016) I. Purpose. The primary purpose of the Audit Committee (the Committee ) is to assist the Board of Directors
More informationAEW UK REIT PLC. (the "Company") AUDIT COMMITTEE. Terms of Reference. (as adopted on 7 December 2015)
AEW UK REIT PLC (the "Company") AUDIT COMMITTEE Terms of Reference (as adopted on 7 December 2015) 1. DEFINITIONS 1.1 Reference to the "Committee" shall mean the Audit Committee. 1.2 Reference to the "Board"
More informationORIENT OVERSEAS (INTERNATIONAL) LIMITED
ORIENT OVERSEAS (INTERNATIONAL) LIMITED Audit Committee Terms of Reference 1. Constitution, membership and attendance 1.1 The Audit Committee is constituted pursuant to bye-law no. 121 of the Bye-Laws
More informationDEFENX PLC (Company) Audit committee Terms of reference
1. Purpose DEFENX PLC (Company) Audit committee Terms of reference The purposes of the audit committee (Committee) are: 1.1 to monitor the integrity of the financial statements of the Company and any formal
More informationNOVO RESOURCES CORP. COMPENSATION AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
NOVO RESOURCES CORP. COMPENSATION AND NOMINATION COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE CHARTER The Compensation and Nomination Committee (the Committee ) of the board of directors (the Board ) of
More informationBINASAT COMMUNICATIONS BERHAD (Company No D) AUDIT AND RISK MANAGEMENT COMMITTEE TERMS OF REFERENCE
1. MEMBERSHIP The Audit and Risk Management Committee ( the Committee ) shall be appointed by the Directors from among their number (pursuant to a resolution of the Board of Directors) which fulfills the
More informationAUDIT COMMITTEE CHARTER As Amended and Restated by the Board of Directors November 7, 2013
AUDIT COMMITTEE CHARTER As Amended and Restated by the Board of Directors November 7, 2013 Purpose The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) of Anadarko Petroleum
More informationEXPRESS SCRIPTS HOLDING COMPANY AUDIT COMMITTEE CHARTER. Adopted December 14, 2011, as amended as of September 7, 2016
EXPRESS SCRIPTS HOLDING COMPANY AUDIT COMMITTEE CHARTER Adopted December 14, 2011, as amended as of September 7, 2016 The Board of Directors (the Board ) of Express Scripts Holding Company (the Company
More information