TransGrid

Board Audit and Risk Committee Charter

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Primary Function


The Board Audit and Risk Committee is a sub-committee of the Board of Directors.  The rights and duties of a director serving as a member of the Board Audit and Risk Committee are the same as a member of the Board of the Directors. 
 
The primary purpose of the Board Audit and Risk Committee is to help the board in fulfilling its responsibilities by reviewing the:
 

  • Overall audit process of the corporation;
  • Systems of internal control which management and the Board of Directors have established;
  • Risk management process and determination of the potential for risk for the organisation;
  • Reviewing of the process for monitoring compliance with laws and the Code of Conduct; and
  • Financial information, which will be provided to the board.

 

Committee Structure


The Board Audit and Risk Committee:

 

  • Membership shall consist of at least three non-executive directors. A minimum of two non-executive directors is required;
  • The preference is that the board chairperson not chair the Board Audit and Risk Committee; 
  • Shall meet at least four times a year or more often if it is required;
  • The managing director is to be invited to all meetings unless otherwise indicated;
  • May invite members of management or others to attend meetings; and
  • Has the authority of the Board of Directors to get all relevant information from management.

 

Responsibilities

 

In meeting its responsibilities the Board Audit and Risk Committee will: 

 

  • Provide the opportunity for open communication between the internal and external auditors and the Board of Directors;  
  • Have the power to approve investigations into any matter within the committee’s area of responsibilities. The committee have the power to get independent counsel, accountants, or others to assist it in the conduct of any investigation;
  • Report regularly to the board by summarising the work performed by the committee to fully release its duties during the year;
  • Meet with the Corporate Audit and Risk Manager and the external auditor to discuss any matters that the committee or these groups believe should be discussed privately with the Board Audit and Risk Committee. This will be done without management where needed;
  • Monitor the standard of corporate conduct to make sure best practice standards are observed;
  • Review and assess whether the Board Audit and Risk Committee Charter is adequate and ask for the board’s approval for planned changes. This will help guarantee the right information is made known as required by law or Regulation;
  • Ensure the integrity of the financial information presented to the board by reviewing management accounts and processes including budget and corporate planning;
  • Confirm that all responsibilities outlined in this charter have been carried out. This will be done once a year; and
  • Evaluate the committee’s and individual members’ performance regularly.


Specific Responsibilities (Audit)

 

To meet its responsibilities the Board Audit and Risk Committee will:

 

  • Make sure the Corporate Audit and Risk Manager is independent;
  • Review the selection, replacement, reassignment or dismissal of the Corporate Audit and Risk Manager;
  • Approve and review progress of the Risk Management, Audit & Compliance Plan;
  • Ask management and the Corporate Audit and Risk Manager about any important risk or exposures and assess the steps management has taken to reduce this risk to the corporation;
  • Review the coordination of the audit effort to guarantee that coverage is complete, minimise overlapping efforts, and make sure audit resources are used effectively. The audit needs to be done with the Audit and Risk Manager and the External Auditor;
  • Consider and review with the Corporate Audit and Risk Manager:
    • That the company’s internal controls satisfy their requirement;
    • Any major findings and recommendations of the Corporate Audit and Risk Manager as well as management’s response;
    • Any difficulties that come up in the course of internal audits. This includes any limitations on the extent of work or access to required information;
    • Any changes needed in the Audit, Risk Management and Compliance Plan;
    • The performance of the internal audit function; and
    • The Corporate Audit and Risk Framework.

 

Specific Responsibilities (Annual Financial Statements)


In meeting it's responsibilities the Board Audit and Risk Committee will:

 

  • Review and agree to the External Audit Plan and discuss with the external auditor their reports including the results of their review of the financial statements;
  • Review with the managing director, chief financial officer and the external auditors: 
    • The company’s annual financial statements;
    • The external auditors audit of the financial statements and the report;
    • Any serious difficulties or disagreements with management that come up during the course of the audit;
    • Other matters related to the audit, which are to be communicated to the committee under generally accepted auditing standards; and
    • Make sure the important accounting policies used to develop financial statements are appropriate. 

 

Specific Responsibilities (Compliance)


The Board Audit and Risk Committee will:

 

  • Review the effectiveness of the system for monitoring compliance with laws and Regulations and the results of management’s investigation and follow-up (including disciplinary action) on any instances where somebody has not complied with these laws and Regulations;
  • Review the findings of any examinations by regulatory agencies and any auditor observations;
  • Review the process for communicating the Code of Conduct to staff and for monitoring compliance; and
  • Get regular updates from management and company legal counsel about compliance matters.

 

Specific Responsibilities (Risk)


The Board Audit and Risk Committee will:

 

  • Review the level of risk for the organisation through the approval of the risk matrix; and
  • Regularly review the strategic risks of the organisation. 

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