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Audit & Risk Committee

Duties And Responsibilities

(a) The function of the audit and risk committee shall be to review and provide to the Board:-

                       (i)  Advice on financial reporting processes, outputs and application of accounting policies;
                       (ii) Advice on risk management processes and status of risks;
                       (iii) Advice on adequacy of the organisation’s system of internal controls;
                       (iv) Advice on appointment, removal and performance of the External Auditor and the audit of the
                       (v)  Advice on business policies and practices;
                       (vi) Advice on the protection of the entities assets;
                       (vii) Outcomes of special investigations authorised by the Board;
                       (viii) Examine any other matters referred by the Board; and
                       (ix)  Compliance with the provisions of By Law 16.

(b) The audit and risk committee will also:-
                       (i)  Develop, monitor and review Work Health & Safety policies and procedures.
                       (ii) Monitor and report on Company Work Health & Safety performance and compliance with legislation.
                       (iii) Exercise the powers set out in the SNSW Investment Policy Statement delegated by the Board to the

(c) The membership of the audit and risk committee shall be:
                       (i)  two (2) Directors appointed by the Board;
                       (ii)  by invitation of the Board up to four (4) persons with appropriate financial/business skill sets who will
                             be appointed for a two (2) year term;
                       (iii)  subject to By Law 19c (ii), to ensure rotational terms, two (2) members of the Committee shall retire
                             each year, but will be available for re-appointment.
                       (iv)  the Chief Executive Officer who shall provide secretarial support for the audit and risk committee.

(d) The Board shall appoint the chair from the appointed Directors.

(e) Each other member with the exception of the Chief Executive Officer shall have one (1) vote.

(f) The operation of the audit and risk committee shall be as agreed by the audit and risk committee members from time to time however a minimum of four(4) meetings are to be conducted annually.

(g) Unless otherwise determined by the Board, the audit and risk committee is authorised to investigate any activity covered by its functions, duties and responsibilities.

(h) The audit and risk committee is authorised to meet with the external auditor, insurance broker and other consultants and advisors engaged by the Board in relation to the affairs of the Company.

(i)  The audit and risk committee shall have the authority, subject to the Board’s prior approval, to obtain legal or other independent professional advice, and to secure the attendance at meetings of third parties with relevant experience and expertise if it considers this necessary.

The audit and risk committee shall have no executive powers with regards to its findings and recommendations.

 Committee Members

• David Goff (Chair)

• Mark Payne

• Philip Speet

• David Kennedy

• Bill Ford

• Jason D'Cruz


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