The primary objective of the Committee is to assist the board in fulfilling its responsibilities relating to accounting and reporting, external audit, and general risk management.

• The Committee’s responsibilities involve:

• ensuring the integrity of the Company’s internal and external financial reporting

• ensuring the integrity of the Company’s financial management processes and systems

• overseeing and appraising the quality and objectivity of the audits conducted by the Company’s external auditors

• ensuring the independence of the external auditor

• subject to shareholder approval at the Company’s annual meeting, setting the remuneration for the external audit work

• ensuring that the lead external audit partner is rotated not less than every five years

• providing a formal forum for free and open communication between the board, the external auditors and management

• serving as an independent and objective party to review the financial information presented by management to shareholders, regulators and the general public

• determining the adequacy of the Company’s overall internal control environment

• ensuring the existence of the Company’s risk management programme and evaluating the effectiveness of its risk management activities.

The main responsibilities of the Committee are summarised below:

• financial statements and reports

• compliance with generally accepted accounting principles

• tax planning and compliance

• external audit

• accounting policies and procedures

• expenditure authorities

• treasury policy and operations

• fraud detection and reporting

• risk management

• insurance coverage.

The duties and responsibilities of the Committee include but are not limited to the matters as set out under the following headlines.

• recommending to the board the appointment of the external auditors

• reviewing and approving the audit plans of the external auditors

• consulting with the external auditors on any significant proposed regulatory, accounting or reporting issues and assessing the potential impact of such on the Company’s financial reporting processes

• reviewing the content of the external auditors report to management and associated responses made by management to the issues raised

• evaluating the overall effectiveness of the external audit through regular meetings with the external auditors

• determining that no management restrictions are being placed upon the external auditors.

• reviewing and approving all significant accounting policy changes

• reviewing the Company’s annual and interim financial statements and the form and content of NZX financial reporting, and recommending acceptance and approval by the board

• when conducting the review of the financial statements, the Committee considers the following matters:
  
  

  -	the underlying quality of the financial reporting as set out in the financial statements and the notes thereto
  -	changes in accounting policy and practice
  -	any significant accounting estimates, accruals, and judgements included in the financial statements
  -	accounting implication of new and significant transactions
  -	the appropriate treatment and classification of costs as between capital and revenue
  -	management practices and any significant disagreements between management and the external auditors
  -	the propriety of related party transactions
  -	compliance with applicable New Zealand and International accounting standards, NZX Listing Rules, and legislative requirements relating to financial reporting and corporations law
  -	certification by the Chief Executive Officer and the Chief Financial Officer / Company Secretary to the board that the Company’s financial reports represent a true and fair view in all material respects of the Company’s financial position and operational results and are in accordance with relevant accounting standards.

The procedures for board sign-off of financial statements and the issue of representation letters to external auditors will include written confirmation from the Chief Executive Officer and the Chief Financial Officer / Company Secretary that the financial statements meet financial reporting requirements (including presenting a true and fair view of the Company’s financial position and operational results) and that all matters have been disclosed.

• ensuring the Company’s internal control environment is adequate

• evaluating the adequacy and effectiveness of the Company’s administrative, operating and accounting policies through active communication with senior management, the external auditors and monitoring management’s responses and actions to correct any noted deficiencies

• reviewing the Company’s potential exposure to fraud.

• identify the risks that may impair or prevent achievement of our strategic and operational business goals and objectives, and to satisfy key external stakeholder expectations

• reduce uncertainty associated with business performance by reducing additional costs and assisting to improve certainty around revenue achievement

• operate a framework for the management of risk which integrates risk management into the Company’s structures, policies, processes and procedures

• measure and report on the efficiency and effectiveness of our risk management processes

• oversee the Company’s insurance programme, including periodically reviewing insurance cover

• ensure there is an adequate level of compliance with policies, standards, procedures and applicable laws and regulations.

• recommending to the board the delegation of authority levels and limits within the business

• reviewing all financial reports to be released to the public, prior to their release

• monitoring the Company’s tax position and areas of potential tax risk

• receiving reports as appropriate, from the Company’s external auditors

• reporting to the board on the work performed by the Committee to fully discharge its duties during the year

• attending to any other matter relating to the financial affairs of the Company as would be appropriately dealt with by this Committee of the board.

The Committee will be appointed by the board and will comprise a minimum of three directors, all of whom will be non-executive, and a majority of whom will be independent.

The board appoints the chairperson of the Committee. The position of chairperson will be appointed / reappointed by the board as appropriate.

Members of the Committee will be financially literate.

The Committee will hold at least two scheduled meetings in a financial year plus such additional meetings as the Committee shall decide are required in order to carry out its responsibilities.

The chairperson will call a meeting of the Committee if requested to do so by any Committee member, by the Chief Executive Officer, the Chief Financial Officer / Company Secretary, or the Company’s external auditors.

The Chief Executive Officer and Chief Financial Officer / Company Secretary will attend each meeting of the Committee in an ex officio capacity.

The Chief Financial Officer / Company Secretary will act as secretary of the Committee and is responsible, in conjunction with the chairperson, for drawing up the agenda and circulating it, supported by explanatory papers / reports to Committee members, prior to each meeting.

The Chief Financial Officer / Company Secretary records the minutes of meetings of the Committee and ensures that the minutes are circulated to all directors.

A quorum for a meeting of the Committee is two members.

The Committee meets with the external auditors without management present, as a standing agenda item at each scheduled meeting of the Committee.

All directors have a standing invitation to attend any meetings of the Committee.

Information to be supplied to the Committee by the external auditors will be supplied independently of the senior management of the Company.

The chairperson of each meeting of the Committee will report back to the board on the key points of discussion, the decisions taken, and the recommendations of the Committee, to the next scheduled meeting of the board.

The Committee does not take actions or make decisions on behalf of the board unless specifically mandated to do so. The Committee makes decisions or makes recommendations to the board on the matters as set out in this Charter or which would otherwise be seen as falling within the scope of the Committee’s mandate.

The Committee may delegate any of its responsibilities to the chairperson of the Committee or to a subset of its members, from time to time, and on such conditions as the Committee considers appropriate.

The Committee is authorised to investigate any activity covered by its terms of reference.

The Committee has the authority of the board to:

• retain, terminate and consult with outside or other independent external advisors, and experts at the Company’s expense, and

• secure the attendance at meetings of external parties with relevant experience and expertise where the Committee deems it appropriate in order to fulfil its functions.

Committee members are not full time employees of the Company. Committee members are entitled to reply on Company executives on matters within their responsibility and on external professionals on matters within their area of expertise and, subject to evaluation and review, may assume the accuracy of information provided by such persons, provided that the Committee member is not aware of any reasonable grounds upon which such reliance or assumption may be inappropriate.

The Committee shall have unlimited access to the Company’s external auditors and to senior management of the Company.

The external auditors, the Chief Executive Officer, and Chief Financial Officer / Company Secretary will report directly to the Committee on any matter relevant to the Committee’s responsibilities under this Charter.

The board will annually review this Charter and the Committee’s performance in terms of its responsibilities as set out in this Charter.