AUDIT AND RISK COMMITTEE TERMS OF REFERENCE

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1 AUDIT AND RISK COMMITTEE TERMS OF REFERENCE 1. TITLE OF COMMITTEE Audit and Risk Cmmittee 2. ESTABLISHMENT The Audit and Risk Cmmittee is established under Part 3 Sectin 19(1) f the Charles Darwin University Act 2003 (NT) (the Act). 3. FUNCTIONS AND RESPONSIBILITIES The functins and respnsibilities f the Audit and Risk Cmmittee are t assist the Cuncil in exercising gvernance, due care, diligence and skill in relatin t discharging the fllwing brad duties: Financial Reprting Reviewing the annual financial statements, key perfrmance indicatrs and Annual Reprt, cnsidering whether they are cmplete, cnsistent with infrmatin knwn t Cmmittee members, and reflect apprpriate accunting principles and standards; Reviewing management prcesses fr ensuring and mnitring cmpliance with laws, regulatins and ther legislative requirements; Reviewing the management f nn-financial infrmatin in dcuments t ensure cnsistency with the financial statements r ther related dcuments; Reviewing the apprpriateness f the accunting principles and plicies adpted and any amendments, the methds f applying thse principles and plicies, and ensuring that they are in accrdance with the apprved financial reprting framewrk; Mnitring the reliability and integrity f financial and related infrmatin systems; and Reviewing the annual financial statements and authrising whether they shuld be signed. Internal cntrl and risk management Reviewing the internal prcesses fr determining and managing key risk areas, particularly: Cmpliance with laws, regulatins, standards and best practice guidelines; Risk assessments and assciated accunting estimates; Insurance; Litigatin and claims against r invlving the University; Fraud and theft; Cntact Officer: Directr, Strategic Services and Gvernance Page 1 f 5

2 Wrk health and safety; and Relevant business risks. Reviewing the effectiveness f the risk management system in ensuring that significant r material risks are reprted t Cuncil and mnitred apprpriately; Reviewing the effectiveness f internal cntrl, risk management and perfrmance management systems in cnsultatin with the management f the University and the external auditrs; and Reviewing the effectiveness f, and the extent f cmpliance with, internal plans, plicies and prcedures. External Audit Receiving reprts and cmmunicatin frm the external auditr fr cnsideratin and nward transmissin t Cuncil as required; Reviewing the utcmes f any audit including the annual financial audit f the University with particular attentin t any difficulties identified r brught t the attentin f the University fr actin r respnse; Reviewing any significant accunting and reprting issues, including prfessinal and regulatry annuncements, and assessing their effect n the University s financial statements, in particular: The cnsistency f accunting plicies and apprpriate adptin f new accunting standards; Cnsidering the need fr, apprpriateness f, and crrect disclsure f, any changes made t the University s accunting plicies; The treatment and disclsure f cmplex r unusual transactins; Significant judgements made by management in preparing the financial statements, including any significant accunting estimates. Mnitring management respnses n any issues raised in the Management Letter/s frm the Office f the Auditr-General f the Nrthern Territry. Internal Audit Prviding advice t management n the maintenance f effective and independent internal audit capacity; Reviewing and apprving the scpe f the annual r therwise peridic internal audit plan and wrk prgram, mnitring prgress and cnsidering the implicatins f the internal audit findings fr the cntrl envirnment; Reviewing internal audit reprts and findings, including mnitring management respnses in terms f cntent and timeliness. Cntrlled and Assciated Entities Cntrlled and Assciated entities includes: Menzies Schl f Health Research (Menzies Schl f Health Research Act Part IV); CDU Amenities Limited; CDU Fundatin and Trust Limited; and Cntact Officer: Directr, Strategic Services and Gvernance Page 2 f 5

3 FCD Health Limited. The Audit and Risk Cmmittee shall: Mnitr the financial and accunting cntrls and reprting framewrks f cntrlled entities f the University t ensure they are cmprehensive and effective; Mnitr the applicatin f, and cmpliance with, statutry and ther gvernment r University plicies and requirements r standards, by cntrlled entities f the University with particular regard t financial matters and prcurement; Mnitr respnses frm the management f cntrlled entities n any issues raised in internal and external audit reprts. The Audit and Risk Cmmittee may cnsider ther items assciated with the discharge f its functins and respnsibilities as deemed necessary r referred t it by Cuncil. 4. MEMBERSHIP The membership f the Audit and Risk Cmmittee shall cmprise the fllwing: Chancellr (ex ffici); Vice-Chancellr; and 3 members f Cuncil appinted under sectin 9(1)(d) f the Act with apprpriate qualificatins and experience (nly 1 f whm can als be a member f the Finance and Infrastructure Develpment Cmmittee). The Audit and Risk Cmmittee will als have the right t c-pt ther members as deemed necessary. At least ne member f the Cmmittee must be an apprpriately qualified accuntant. Observers The fllwing psitins have bserver status and right f debate at meetings f the Cmmittee. Chair f the Finance and Infrastructure Develpment Cmmittee; Auditr-General (r nminee); Deputy Vice-Chancellr; Pr Vice-Chancellr, Strategy and Planning; Executive Directr, Finance and Asset Services; Directr f Finance Directr, Strategic Services and Gvernance; Other persns invited by the Chair as required depending n the issues fr cnsideratin. 5. CHAIR The Chair f the Audit and Risk Cmmittee will be a member appinted under sectin 9(1)(d) f the Act and the appintment will be reviewed annually. If the appinted Chair is nt available the members present will elect a chair fr that meeting with that persn being a member f the Cuncil f the University. Cntact Officer: Directr, Strategic Services and Gvernance Page 3 f 5

4 6. SECRETARY The University Secretary (r nminee) shall act as secretary fr the Cmmittee. 7. TERM OF OFFICE The bjectives and membership f the Audit and Risk Cmmittee will be reviewed by Cuncil annually in February f each year. 8. QUORUM A qurum shall cmprise three (3) members f the Audit and Risk Cmmittee. 9. MEETINGS The Cmmittee will meet as required, and at least three (3) times per year. 10. RESOLUTIONS OF THE AUDIT AND RISK COMMITTEE Matters requiring reslutin by the Cmmittee are t be determined by cnsensus f the members present. The Chair shall have a deliberative and casting vte shuld a vte be required t determine a matter where cnsensus has nt been achieved. 11. AGENDA The agenda is t be distributed with supprting dcumentatin at least seven (7) days prir t the meeting date. 12. REPORTING The reprt frm each meeting f the Audit and Risk Cmmittee will be prvided t the next meeting f the Cuncil and the Finance and Infrastructure Develpment Cmmittee. 13 RELEVANT DEFINITIONS In the cntext f this dcument: Cuncil means the University Cuncil; Mnitr means: Observe and check the prgress r quality f (smething) ver a perid f time ; Keep under systematic review; Maintain regular surveillance ver; and Review means: Assess (smething) frmally with the intentin f instituting change if necessary; Survey r evaluate (a subject r past events). Dcument Histry and Versin Cntrl Cntact Officer: Directr, Strategic Services and Gvernance Page 4 f 5

5 Versin Date Apprved Apprved by Brief Descriptin Feb 2012 Cuncil Creatin f riginal dcument and psting t CDU website Jun 2012 Gvernance Under Financial Reprting wrding recmmend t Cuncil changed t authrising Mar 2013 Gvernance Cnverted dcument t new template Updated hyperlinks Minr changes t wrding, frmatting and grammar Additinal definitins Remved Centre fr remte health Assigned dcument number Additinal bservers Cntact Officer: Directr, Strategic Services and Gvernance Page 5 f 5

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