Mercy Super Pty Ltd. as trustee for Mercy Super. Document Title: Audit, Risk and Compliance Committee Charter ABN Purpose of Document:

Transcription

1 Mercy Super Pty Ltd ABN 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 appointment of the Mercy Super Audit, Risk and Compliance Committee and the duties and responsibilities of the Committee in overseeing the operation of Mercy Super. Date Approved: 29 May Audit, Risk and Compliance Committee Charter May 2017

2 Contents Page 1 Rationale 3 2 Audit, Risk and Compliance Committee Regulatory Requirement 2.2 Membership 2.3 Meetings Frequency Attendees Quorum Voting 2.4 Risk and Compliance Manager 2.5 Chief Executive Officer 2.6 Access to Professional Advice and Information 3 Responsibilities Annual Financial Statements and Statutory Returns 3.2 External Audit 3.3 Internal Audit 3.4 Compliance Monitoring 3.5 Risk Management 3.6 Policy Review 3.7 Liaison with APRA 4 Reporting 7 5 Review 5.1 Review of Audit, Risk and Compliance Committee Charter 5.3 Performance Assessment Audit, Risk and Compliance Committee Charter May 2017

3 1. Rationale This Charter governs the operations of the Mercy Super Audit, Risk and Compliance Committee (the Committee). It sets out the Committee s roles, responsibilities, structure, and membership requirements. The Committee has been established to assist the Board of Directors of Mercy Super Pty Ltd (the Trustee) in its capacity as trustee of Mercy Super (the Fund) to discharge its governance responsibilities with respect to the Fund and its beneficiaries and stakeholders. The Committee will by provide oversight and advice in relation to: Corporate governance Financial reporting Risk management Compliance management Audit, including appointing and liaising with the Fund s internal and external auditors Statutory reporting. 2. Audit, Risk and Compliance Committee 2.1 Regulatory Requirement The Audit, Risk and Compliance Committee has been appointed, inter alia, in compliance with the requirements of Prudential Standard SPS 310 Audit and Related Matters, made in accordance with section 34C of the Superannuation Industry (Supervision) Act. The actions of the Committee shall at all times be in keeping with the requirements of that Standard. 2.2 Membership The Committee will have a minimum of three (3) members, each of whom shall be a non-executive Director of the Trustee. The Chairman of the Board of the Trustee may be a member of the Committee but cannot be the Chairman of the Committee. The appointment and removal of Audit, Risk and Compliance Committee members shall be the responsibility of the Trustee. The Board will determine the membership of the Committee annually, having regard to the benefits of both regular turn-over of members and the need to maintain a requisite level of knowledge, skills and experience. In the absence of any contrary decision by the Board, the existing Committee will continue to serve, providing all members remain eligible to do so. 3 - Audit, Risk and Compliance Committee Charter May 2017

4 2.3 Meetings Frequency The Committee will meet as often as the members deem necessary, but at least four times per year. The Chairman of the Committee must call a meeting of the Committee if so requested by any Committee member, any other Director of the Trustee, the Fund s external or internal auditor or any relevant regulator. In practice, it is anticipated that the Committee will schedule five regular meetings per year. Four quarterly meetings will be held approximately two to three weeks prior to quarterly Trustee Board meetings so that matters considered at the Audit, Risk and Compliance Committee meeting can be reviewed by the Trustee in a timely manner. The quarterly Audit Risk and Compliance Committee meetings will review, as appropriate: The latest Quarterly Compliance Report The Risk Management Report, including the Risk Register Any current auditor s reports and recommendations arising from these. A fifth meeting will be scheduled to review the annual financial statements of the Fund and associated statutory returns and to make recommendations to the Trustee Board in relation to these Attendees The Committee may invite other persons such as the Risk and Compliance Manager, Chief Executive Officer, the internal or external auditor, other internal specialists or external advisers to attend meetings if considered appropriate by the Chairman of the Committee Quorum The quorum necessary to constitute a valid meeting of the Committee shall be two (2) members Voting All resolutions of the Committee must be unanimous. In the event of an objection, the resolution in question will not pass and must be forwarded to the Trustee for determination Committee Secretary The Chairman shall appoint a Committee Secretary at each meeting to act for that meeting. 2.4 Risk and Compliance Manager The Risk and Compliance Manager (RCM) will generally act as the Secretary of the Committee and will generally attend all Committee meetings unless the Chairman directs otherwise. 4 - Audit, Risk and Compliance Committee Charter May 2017

5 The RCM, in conjunction with the Chairperson of the Committee and the Chief Executive Officer, will be responsible for preparing an agenda to be circulated to each member of the Committee at least five (5) working days prior to the meeting. The agenda will specify the persons entitled or invited to attend the meeting. The Committee Secretary, in consultation with the Chief Executive Officer, will distribute a proposed meeting timetable for each calendar year at the beginning of the year. 2.5 Chief Executive Officer The Chief Executive Officer (CEO) is responsible for the operational aspects of Fund s risk and compliance management activities. The CEO will generally attend all meetings of the Audit, Risk and Compliance Committee. 2.6 Access to Professional Advice and Information The Committee is authorised to engage, at the Fund s expense, outside legal, financial or other professional advice or assistance on any matters within its responsibilities. The Committee will ensure that the terms of any engagement meet the requirements of the Fund s Outsourcing and Conflicts Management policies and that the engagement and any advice received are independent. The Committee will have free and unfettered access to risk and financial control personnel and other parties (internal and external) in carrying out its duties. To this end, the Committee is authorised to seek any information it reasonably requires from any officer or employee of the Fund and any such officers or employees shall be instructed by the Trustee to respond appropriately to such enquiries. In practice, neither the Trustee nor the Fund directly employs any person. For the purposes of this requirement, the term officer or employee of the Fund generally refers to persons employed by Mater Misericordiae Health Services Brisbane Limited, ACN (MHS) on behalf of the Fund. 3. Responsibilities The Audit, Risk and Compliance Committee will assist the Trustee to discharge its corporate governance responsibilities. Specific responsibilities are listed below. 3.1 Annual Financial Statements and Statutory Returns The Committee will be responsible for reviewing the Fund s annual financial statements and statutory returns (including ASIC and APRA returns) to ensure they properly reflect the position of the Fund and have been prepared in accordance with regulatory requirements. The Committee will provide advice to the Trustee in relation to the appropriateness of the contents of these items. 5 - Audit, Risk and Compliance Committee Charter May 2017

6 3.2 External Audit The Committee will be responsible for overseeing the external audit process, including: Requirement The Committee will ensure that an annual external audit of the Fund is undertaken in accordance with the requirements of Prudential Standard SPS 310 and a report of the findings of that audit is prepared for the Trustee of the Fund and the Australian Prudential Regulation Authority Appointment - The Committee will be responsible for providing the Trustee Board with advice recommending the appointment of the Fund s external auditor Liaison The Committee will meet with the external auditor as required to: o Agree the scope of audit activities o Review the findings of the audit o Discuss the Fund s response to material issues identified o Address other relevant matters as required Review - The Committee will review the findings of the external auditor and provide the Trustee with recommendations in relation to all material matters raised in such findings Management The Committee will oversee the implementation of any actions required by the Trustee or the relevant regulator in response to the findings of the external audit. 3.3 Internal Audit The Committee will be responsible for overseeing the internal audit process, including: Requirement The Committee will ensure that ongoing internal audit of the Fund is undertaken in accordance with the requirements of relevant Prudential Standards and the findings of internal audits are reported to the Trustee of the Fund and, as required, the relevant regulator(s) Appointment - The Committee will be responsible for providing the Trustee Board with advice recommending the appointment of the Fund s internal auditor Liaison The Committee will meet with the internal auditor as required to: o Agree the scope of annual audit activities o Review audit findings o Discuss the Fund s response to material issues identified o Address other relevant matters as required Review - The Committee will review the findings of the internal auditor and provide the Trustee with recommendations in relation to all material matters raised in such findings Management The Committee will oversee the implementation of any actions required by the Trustee or the relevant regulator in response to the findings of the internal audit. 3.4 Compliance Monitoring The Committee will be responsible for reviewing the Quarterly Compliance Duties List and for ensuring that all relevant tasks have been undertaken in accordance with legislative 6 - Audit, Risk and Compliance Committee Charter May 2017

7 requirements and the Fund s approved policies and procedures. The Committee will oversee any activities taken to address identified compliance failures or deficiencies. 3.5 Risk Management The Committee will be responsible for ensuring that the Fund s Risk Register is properly maintained and that all appropriate risk control, management and mitigation strategies are properly executed. The Committee will also oversee the annual review of the Risk Management Strategy and Risk Management Framework. 3.6 Policy Review The Committee will be responsible for reviewing fund policies (except those directly related to the Board or the Remuneration or Investment Committees) including ongoing monitoring of the Policy Review Schedule. 3.7 Liaison with APRA The Committee will be available to meet with the Australian Prudential Regulation Authority (APRA) in relation to any and all matters relevant to the Committee s activities as APRA may reasonably require. 4. Reporting The Chairman of the Committee will report the findings and recommendations of the Committee to the next Trustee Board meeting following each meeting of the Committee. The minutes of all Committee meetings will be circulated to members of the Trustee Board by the Committee Secretary. The Committee must recommend to the Trustee Board for approval the details to be published in the Fund s Annual Report or any other statutory report or document with respect to the activities and responsibilities of the Committee. 7 - Audit, Risk and Compliance Committee Charter May 2017

8 5. Review 5.1 Review of Audit, Risk and Compliance Committee Charter The Committee will review this Audit, Risk and Compliance Committee Charter at least every three years to ensure that it continues to be relevant to the needs of the Fund and the Committee, and that its provisions meet the best interests of the Fund and its members. A report on the findings of this review will be provided to the Trustee, together with any recommendations regarding changes required to the Charter. 5.2 Performance Assessment The Committee will assess its performance annually (generally as part of the Fund s Business Planning Day), including requesting assessment and feedback from the non-participating Trustee Directors. The Committee will report the results of its annual performance assessment to the Trustee. 8 - Audit, Risk and Compliance Committee Charter May 2017