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Audit and Risk Management Committee Charter

Universal Resources Limited ("Company")

1.    Composition of the Audit and Risk Management Committee

The Committee is to include at least three members, all of whom are non-executive directors and a majority of which are independent.  The Chair of the Committee is to be independent and not the Chair of the Board.

At least one member is to have relevant qualifications and experience.

From time to time, non Committee members may be invited by the Committee to attend meetings of the Committee, if it is considered appropriate, including relevant members of management and the external auditor.
 

2.    Role of the Audit and Risk Management Committee

The role of the Audit and Risk Management Committee is to:
 

  1. Financial Reporting: monitor and review the integrity of the financial reporting of the Company, reviewing significant financial reporting judgments;
  2. Internal Controls: review findings regarding the Company’s internal financial control system;
  3. Risk Management: monitor and review the policies and risk management systems and reports designed by management to manage the Company's material business risk;
  4. Internal Audit: monitor and review the need for an internal audit function;
  5. External Audit: monitor, review and oversee the external audit function including matters concerning appointment, removal, remuneration, rotation of audit partners, independence and non-audit services;
  6. Compliance: monitor and review compliance with the Company's Code of Conduct and Whistleblower Policy; and
  7. Other: perform such other functions as required by law, the Company's Constitution, or the Board.

3.    Operations

The Committee meets approximately three times per year, or as required.

Minutes of all meetings of the Committee are to be kept and the minutes and a report of actions taken or recommended are to be provided to each subsequent meeting of the full Board. Committee meetings will be governed by the same rules, as set out in the Company's Constitution as they apply to the meetings of the Board. However, a quorum for the purposes of a Committee meeting shall be no less than two Committee members.
 

4.    Authority and Resources

The Company is to provide the Committee with sufficient resources to undertake its duties, including provision of educational information on accounting policies and other financial topics relevant to the Company, and such other relevant materials requested by the Committee.

The Committee has rights of access to management and has the authority to meet with and seek explanations and additional information from the Company's external auditors, without management present, when required.

The Committee has the power to conduct or authorise investigations into any matters within the Committee's scope of responsibilities. The Committee has the authority, as it deems necessary or appropriate, to retain independent legal, accounting or other advisors.
 

5.    Reporting to the Board and Shareholders

The Committee is to report to the Board on the following matters:
 

  • assessment of whether external reporting is consistent with Committee members' information and knowledge and is adequate for shareholder needs;
  • assessment of the management processes supporting external reporting;
  • recommendations for amending the Company's Procedures for the Selection and Appointment of the External Auditor and procedures for the rotation of external audit engagement partners;
  • recommendations for the appointment or, if necessary, the removal of the external auditor;
  • assessment of the performance and independence of the external auditors.  Where the external auditor provides non-audit services, the report should state whether the Audit and Risk Management Committee is satisfied that provision of those services has not compromised the auditor's independence;
  • the results of the Committee's review of risk management and internal control systems; and
  • any other matter warranting the attention of the Board.

The Chair of the Audit and Risk Management Committee is to be present at the Annual General Meeting to answer questions, through the Chair of the Board.
 

6.    Responsibilities

Annual responsibilities of the Committee are as set out in the Audit and Risk Management Committee Charter – Annual Action Points (click here to view).