ASF GROUP
LTD
AUDIT
COMMITTEE CHARTER
The Board of Directors (Board) is responsible for the overall
corporate governance of ASF Group Limited, including all entities which make up
the ASF Group Ltd (ASF) of
companies.
To ensure effective corporate governance in an efficient manner the
Board establishes committees to undertake various corporate governance functions
of the Board and to report to the Board on committee work.
The Audit Committee (Committee) is one such committee of the
Board. This Charter document defines the composition, mode of operation,
functions and specific responsibilities of the Committee.
The Committee serves the Board by attending in detail to aspects of
corporate governance assigned to the Committee by the Board. Use of the
Committee in this way ensures relevant Board functions are attended to both
effectively and efficiently. The Committee assists the Board by providing the
Board with reports on and recommendations arising from the Committees
deliberations.
The Committee aims to promote and monitor the pursuit of best
endeavours by Management in the areas of external reporting, risk management and
internal control, legal compliance and code of conduct within
ASF.
Composition and Mode of
Operation
1.
Relationship to
Board of Directors:
The Committee serves at the pleasure of and is subject to the control
and direction of the Board.
2.
Membership:
The membership of the Committee shall consist of at least three
members. Ideally, if possible, all
members of the Committee shall be non-executive members of the Board. The
Chairman of the Committee shall be appointed by the Chairman of the Board of
Directors and shall be a non-executive Director.
The Board shall determine membership of the Committee, other than the
Committee Chairmanship.
The Board is responsible for ensuring there is an appropriate blend
of skills and experience in the membership of the
Committee.
3.
Meetings:
The Committee Chairman will determine the number and timing of
meetings of the Committee. As a general rule there will be four scheduled
meetings per annum.
The Secretary of ASF will perform the duties of Secretary to the
Committee.
The agenda for Committee meetings will be determined by the Committee
Chairman in consultation with Management and members of the
committee.
The minimum quorum for a
Committee meeting is two members, one of whom must be either the Committee
Chairman or the Chairman of the Board.
4.
Attendance At
Meetings:
The Committee may have in attendance such members of Management or
other parties, as it may deem necessary to provide the necessary information to
carry out its functions.
5.
External
Advice:
The Committee can seek independent external advice on matters brought
before the Committee or in relation to the functions and responsibilities of the
Committee if the Committee Chairman deems such action appropriate. Approval to
seek external advice must however be given by the board in each
instance.
6.
Reporting:
The Committee Chairman is responsible for ensuring prompt and
appropriate reporting to the Board following each Committee
meeting.
7.
Assessment:
The Board is responsible for assessing the committee's functions,
responsibilities and effectiveness at least once every two
years.
Functions and Specific
Responsibilities
The functions and specific responsibilities of the Committee are
stated below. The committee Chairman is charged by the Board with ensuring the
Committee adequately addresses each function and specified responsibility on an
ongoing basis.
Reporting and
Accounts
1.
Ensuring that ASF's reporting to external parties meets community
expectations. In
particular:
2.
Approving changes to ASF's accounting policies and reviewing the
impact of change in accounting standards when they are foreseen and when they
occur.
3.
Determining that satisfactory arrangements are in place for external
auditing of ASF's financial affairs.
This includes:
Risk Management and Internal
Control
1.
Ensuring systems are in place and operating effectively to identify,
assess, monitor and manage risks to which
ASF is exposed as set out in
'ASF's Policy on Risk Oversight and Management'. Included as part of this risk management
oversight function is assessment by the Committee of the adequacy of
methodologies, systems and practices used by Management to manage risk in the
following areas:
2.
Determining that adequate systems of internal control have been
instituted. In this regard internal
control is defined as the processes designed to provide reasonable assurance
regarding the achievement of objectives in the following
categories:
3.
Ensuring appropriate internal work is undertaken in ASF. This includes addressing the scope of
and outcomes from internal audit work and ensuring appropriate resourcing of,
independence of, access by, reporting by, work planning by and efficiency of
internal audit functions.
Legal
Compliance
Monitoring the establishment of policies directed to ensuring ASF
uses its best endeavours to comply with the law and conforms to high standards
of ethical behaviour. Specific
focus is aimed at due diligence in relation to areas of law which have been
identified by the Board as warranting Board oversight.
Namely:
Code of
Conduct
1. Ensuring the establishment, implementation and monitoring of appropriate policies addressing codes of conduct for Directors and employees as set out in 'ASF's Code of Conduct'
2.
Ensuring systems are established for the assessment and approval of
all contracts and transactions between ASF and its employees and non-executive
directors.
Board
Referral
Review any financial matters, transactions and policies or address
any other matters referred to the Committee by the Board
Oct
2009
