The Experience of International Organizations with Audit Committees

Size: px
Start display at page:

Download "The Experience of International Organizations with Audit Committees"

Transcription

1 The Experience of International Organizations with Audit Committees Esther Stern Director, Office of Internal Oversight Organization for Security and Co-operation in Europe 1

2

3 I will cover. Introduction to the OSCE Challenges in the internal audit function in International Organizations (IOs) Position statement by IOs on Audit Committees (ACs) Practices to follow and to avoid Benchmarking data 3

4 South Eastern Europe Eastern Europe Caucasus Central Asia 21 Field Operations & Special Representatives in four regions 3 Institutions & Secretariat 56 participating States & 12 Partners for Co-operation 4

5 The OSCE: A forum for dialogue 5

6 On the ground Over 2,500 staff, with the majority in the field ( 500 employed by the Secretariat and the specialized institutions) Some 900 international staff, mostly seconded 6 610

7 Our mission To work for stability, prosperity and democracy in 56 participating States through political dialogue about shared values and through practical work that makes a lasting difference. 7

8 The Chairperson of the OSCE Permanent Council, Ambassador Kairat Abdrakhmanov, and United Nations Secretary-General Ban Ki-Moon discuss at a meeting of the OSCE Permanent Council. Vienna, 8 April OSCE Chairperson in Office

9 Audit Committees: A new process for International Organizations (IOs) A professional and independent internal audit (IA) function evolved starting in the mid-nineties IIA standards were adopted However subsidiary committees (finance, administration, budget ) of ultimate Governing Body were perceived as fulfilling the Audit Committee role First Audit Committees appeared a decade ago UN system:

10 Challenges faced by the Audit Function in IOs (1) Significant progress achieved in enhancing the audit function in the past 10 years in response to public pressure for better scrutiny, transparency and accountability Internal Auditing Many organizations need to improve independence, capabilities, resources and processes Political context Other issues: Follow-up/ implementation of recommendations Communicating audit results 10

11 Challenges faced by the Audit Function in IOs (2) External Auditing Usually a Supreme Audit Institution of a member/participating State Selection/rotation process not clearly regulated in some IOs Quality assessment review of external auditors lacking Other issues: Potential overlap with IA function/audit engagement Potential conflict of interest Single audit principle/request for third party verifications 11

12 ACs in IOs are evolving into Oversight Committees Many IA offices are now part of a larger Oversight department/service combining audit, evaluation and investigation functions Oversight Committee membership has to reflect such expertise However, some IOs have yet to establish an AC have an AC exclusively composed of internal membership i.e. staff members 12

13 OSCE Reporting Relationships Secretary General (CAO) Audit Committee Permanent Council (Governing Body) Internal Oversight External Auditors 13

14 How does your Audit Committee behave? 14

15 Challenges to effective ACs in IOs (1) Political context, e.g. appointments Composition (internal / external, expertise, remuneration...) Terms of reference/mandate/responsibilities including selection of CAE/external auditor Professional assessment of AC performance AC Reporting lines and independence 15

16 Challenges to effective ACs in IOs (2) Number of members Mix of expertise Interaction of members (within AC and with Organization) Level of activity from too detached to interfering Understanding of role Understanding of business 16

17 Sleeping 17

18 The Big Four Banner 4 18

19 The Diplomat 19

20 Some good practices observed Respect for existing oversight functions and assurance providers Decline issues referred to it (unless within mandate) Choose one or two issues and make a difference Review Terms of Reference and modus operandi Selection/reappointment of CAE and External Auditor Combined certification/experience in audit/accounting/oversight Independent AC secretariat (reporting to AC) 20

21 Some practices to avoid Terms of reference confusion e.g. almost exclusive focus on IA function; interference in operations Poor induction resulting in briefings overload Lack of follow-up on previous annual reports and recommendations Unclear roadmap resulting in poor scheduling of meetings No standardized format for meeting records resulting in unclear outputs, action items or recommendations Too many or too few field visits (cost!) 21

22 Communicating with Governing Bodies through Audit Committees Few components of oversight are as critical to effective and successful audit committee oversight of internal auditing as its two-way communication with the internal audit activity (IIA paper on audit committees) 22

23 Good communication from the AC point of view The AC should Agree on the IA charter with the Chief Audit Executive Periodically ensure that the IA activity has the appropriate financial and human resources Review the scope and determine the appropriateness of the audit plan Be informed of risks that could hinder the achievement of the objectives Be informed of any fraud risks Be assured of the reliability of the operational information Be assured of appropriate disclosure mechanisms 23

24 IOs issued a Position Statement in 2008 RIAS (Representatives of Internal Audit Services of the UN and Multilateral Institutions) formed in 1969 by a handful of UN IA offices to discuss issues of common interests annual meetings and working groups Over four decades participation has extended to the International Financial Institutions (IFIs) and other international organizations AC related issues have been a long standing agenda item In 2008 RIAS promulgated a Position Statement providing a description of generally accepted AC principles and some identified good practices 24

25 RIAS 2008 Position Statement RIAS consulted The IIA in preparing the Position Statement Recommends the establishment of effective and independent audit committees for United Nations entities and other similar multilateral institutions with written charters approved by their governing bodies; and composed of independent, objective, experienced and competent members 25

26 RIAS Position Statement: Principles Purpose Authority Composition 26

27 RIAS Position Statement: Responsibilities Risks and Control Financial statements Internal audit External audit Values and Ethics 27

28 RIAS Position Statement: Operation Status Annual plan Meetings Resources Conditions of service 28

29 IIA GAIN Benchmarking Report 2009 on ACs Contributions by 286 organizations in total ( universe ) Data provided concerns the fiscal year ends 12/ /2009 Heterogeneous group of organizations; e.g. size, expenses, assets, industries 29

30 IIA GAIN Benchmarking Report 2009 (continued) Close to 100% of organizations have an AC in place Average number of AC members: five On average the AC meets five times a year Ninety percent of ACs are chaired either by someone from outside the organization or independent of the organization 30

31 IIA GAIN Benchmarking Report 2009 (continued) HoIA Fourteen Heads of Internal Audit in International Organizations in Europe Four out of five organizations have an AC in place Average number of AC members: nine On average the AC meets three times a year Two out of three ACs are chaired by an external member ACs have generally a less strong role than at the universe level 31

32 IIA GAIN Benchmarking Report 2009 (continued) 32

33 IIA GAIN Benchmarking Report 2009 (continued) 33

34 IIA GAIN Benchmarking Report 2009 (continued) Responsibilities 34

35 IIA GAIN Benchmarking Report 2009 (continued) Information shared with the Audit Committee 35

36 The Future Evolution of Audit Committees in IOs From heavy-handedness to a balanced role Potential of sub-committees for larger Audit Committees Better networking of IO Audit Committees De-politicizing the appointment of members 36

37 Thank you for your attention! 37

Audit, Risk Management and Compliance Committee Charter

Audit, Risk Management and Compliance Committee Charter Audit, Risk Management and Compliance Committee Charter Woolworths Limited Adopted by the Board on 27 August 2013 page 1 1 Introduction This Charter sets out the responsibilities, structure and composition

More information

EQT HOLDINGS LIMITED BOARD CHARTER (ACN 004 031 298)

EQT HOLDINGS LIMITED BOARD CHARTER (ACN 004 031 298) EQT HOLDINGS LIMITED BOARD CHARTER (ACN 004 031 298) 1 April 2016 PURPOSE 1. This Board Charter sets out the role, responsibilities, structure and operation of the Board of EQT Holdings Limited ( the Company

More information

Audit and Risk Committee Charter. 1. Membership of the Committee. 2. Administrative matters

Audit and Risk Committee Charter. 1. Membership of the Committee. 2. Administrative matters Audit and Risk Committee Charter The Audit and Risk Committee (the Committee ) is a Committee of the Board established with the specific powers delegated to it under Clause 8.15 of the Company s Constitution

More information

South East Water Corporation Finance Assurance and Risk Management Committee Charter

South East Water Corporation Finance Assurance and Risk Management Committee Charter South East Water Corporation Finance Assurance and Risk Management Committee Charter Created: October 2012 Document number: BS 2359 Last reviewed: May 2015 1. Purpose The South East Water Corporation Board's

More information

Financial Management Framework >> Overview Diagram

Financial Management Framework >> Overview Diagram June 2012 The State of Queensland (Queensland Treasury) June 2012 Except where otherwise noted you are free to copy, communicate and adapt this work, as long as you attribute the authors. This document

More information

BOARD CHARTER Link Administration Holdings Limited ("Company") ABN 27 120 964 098

BOARD CHARTER Link Administration Holdings Limited (Company) ABN 27 120 964 098 1. Role of the Board BOARD CHARTER Link Administration Holdings Limited ("Company") ABN 27 120 964 098 This Board Charter sets out the principles for the operation of the board of directors of the Company

More information

august09 tpp 09-05 Internal Audit and Risk Management Policy for the NSW Public Sector OFFICE OF FINANCIAL MANAGEMENT Policy & Guidelines Paper

august09 tpp 09-05 Internal Audit and Risk Management Policy for the NSW Public Sector OFFICE OF FINANCIAL MANAGEMENT Policy & Guidelines Paper august09 09-05 Internal Audit and Risk Management Policy for the NSW Public Sector OFFICE OF FINANCIAL MANAGEMENT Policy & Guidelines Paper Preface Corporate governance - which refers broadly to the processes

More information

Corporate Governance Guidelines

Corporate Governance Guidelines Corporate Governance Guidelines Teachers Federation Health Ltd ABN: 86 097 030 414 Original Endorsed: 25/06/2015 Version: December 2015 1. Corporate Governance Framework 1 2. Board of Directors 2 3. Performance

More information

MARLIN MIDSTREAM GP, LLC AUDIT COMMITTEE CHARTER

MARLIN MIDSTREAM GP, LLC AUDIT COMMITTEE CHARTER MARLIN MIDSTREAM GP, LLC AUDIT COMMITTEE CHARTER Purpose The Audit Committee (the Committee ) is appointed by the Board of Directors ( Board ) of Marlin Midstream GP, LLC (the Company ), which is the general

More information

Audit Committee Charter

Audit Committee Charter Audit Committee Charter Role The Audit Committee of the Board of Directors assists the Board of Directors in fulfilling its responsibility for oversight of the quality and integrity of the accounting,

More information

YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE. (Effective October 27, 2015)

YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE. (Effective October 27, 2015) YRC WORLDWIDE INC. GUIDELINES ON CORPORATE GOVERNANCE (Effective October 27, 2015) Delaware law states that the business and affairs of YRC Worldwide Inc. (the Company ) shall be managed by or under the

More information

AMERICAN AIRLINES GROUP INC. AUDIT COMMITTEE CHARTER

AMERICAN AIRLINES GROUP INC. AUDIT COMMITTEE CHARTER AMERICAN AIRLINES GROUP INC. AUDIT COMMITTEE CHARTER As adopted by the Board of Directors on December 9, 2013 The Board of Directors (the Board ) of American Airlines Group Inc. (the Company ) hereby sets

More information

PIONEER NATURAL RESOURCES COMPANY AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER

PIONEER NATURAL RESOURCES COMPANY AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER I Purpose PIONEER NATURAL RESOURCES COMPANY AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER The Board of Directors (the Board ) of Pioneer Natural Resources Company (the Company ) has established the

More information

CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT Extracted from 30 June 2013 Annual Report The Directors of Gascoyne Resources Limited believe that effective corporate governance improves company performance, enhances corporate

More information

CORPORATE GOVERNANCE GUIDELINES OF PERFORMANCE FOOD GROUP COMPANY

CORPORATE GOVERNANCE GUIDELINES OF PERFORMANCE FOOD GROUP COMPANY CORPORATE GOVERNANCE GUIDELINES OF PERFORMANCE FOOD GROUP COMPANY The Board of Directors is committed to achieving business success and enhancing longterm shareholder value while maintaining the highest

More information

MINNESOTA MUTUAL COMPANIES, INC. Guidelines of the Audit Committee of the Board of Directors

MINNESOTA MUTUAL COMPANIES, INC. Guidelines of the Audit Committee of the Board of Directors MINNESOTA MUTUAL COMPANIES, INC. Guidelines of the Audit Committee of the Board of Directors I. Audit Committee Purpose The Audit Committee is appointed by the Board of Directors to assist the Board in

More information

CHARTER OF SUCCESSION PLANNING COMMITTEE

CHARTER OF SUCCESSION PLANNING COMMITTEE TABLE OF CONTENTS 1.0 MANDATE... 1 2.0 OBJECTIVE... 1 3.0 CO-ORDINATION WITH OTHER COMMITTEES... 1 4.0 OPERATING PRINCIPLES... 2 5.0 PRINCIPAL DUTIES AND RESPONSIBILITIES... 5 Approved by the Board of

More information

Ramsay Health Care Limited ACN 001 288 768 Board Charter. Charter

Ramsay Health Care Limited ACN 001 288 768 Board Charter. Charter Ramsay Health Care Limited ACN 001 288 768 Board Charter Charter Approved by the Board of Ramsay Health Care Limited on 23 October 2012 Ramsay Health Care Limited ABN 57 001 288 768 Board Charter Contents

More information

AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER

AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER MASTERMYNE GROUP LIMITED AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER Purpose of Charter 1. The Audit and Risk Management Committee Charter (Charter) governs the operations of the Audit and Risk Management

More information

SPIN MASTER CORP. CHARTER OF THE AUDIT COMMITTEE

SPIN MASTER CORP. CHARTER OF THE AUDIT COMMITTEE SPIN MASTER CORP. CHARTER OF THE AUDIT COMMITTEE 1. Introduction This charter (the Charter ) sets forth the purpose, composition, duties and responsibilities of the Audit Committee (the Committee ) of

More information

Exponent, Inc. Charter of the Audit Committee of the Board of Directors (as amended through December 10, 2015)

Exponent, Inc. Charter of the Audit Committee of the Board of Directors (as amended through December 10, 2015) Exponent, Inc. Charter of the Audit Committee of the Board of Directors (as amended through December 10, 2015) Charter of the Audit Committee of the Board of Directors I. Audit Committee Purpose The purpose

More information

Pathfinder Bancorp, Inc. Governance Guidelines

Pathfinder Bancorp, Inc. Governance Guidelines Pathfinder Bancorp, Inc. Governance Guidelines Pathfinder Bancorp and its subsidiaries are highly regulated entities. These guidelines are not designed to supplant the laws and regulations affecting the

More information

Corporate Governance Guidelines. Cathay General Bancorp. As adopted March 15, 2012, and amended March 20, 2014

Corporate Governance Guidelines. Cathay General Bancorp. As adopted March 15, 2012, and amended March 20, 2014 Corporate Governance Guidelines of Cathay General Bancorp As adopted March 15, 2012, and amended March 20, 2014 The following Corporate Governance Guidelines have been adopted by the Board of Directors

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES CORPORATE GOVERNANCE GUIDELINES The corporate governance standards established by the Board of Directors (the Board ) of Rackspace Hosting, Inc. (the Company ) provide a structure within which directors

More information

Quality Assurance. Policy P7

Quality Assurance. Policy P7 Quality Assurance Policy P7 Table of Content Quality assurance... 3 IIA Australia quality assurance and professional standards... 3 Quality assurance and professional qualifications... 4 Quality assurance

More information

EVOGENE LTD. (THE COMPANY ) AUDIT COMMITTEE CHARTER

EVOGENE LTD. (THE COMPANY ) AUDIT COMMITTEE CHARTER EVOGENE LTD. (THE COMPANY ) AUDIT COMMITTEE CHARTER The Board of Directors (the Board ) of the Company has constituted and established an Audit Committee (the Committee ) with the authority, responsibility

More information

WIX.COM LTD. (THE COMPANY ) AUDIT COMMITTEE CHARTER

WIX.COM LTD. (THE COMPANY ) AUDIT COMMITTEE CHARTER WIX.COM LTD. (THE COMPANY ) AUDIT COMMITTEE CHARTER The Board of Directors (the Board ) of the Company has constituted and established an Audit Committee (the Committee ) with the authority, responsibility

More information

Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P.

Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P. Corporate Governance Guidelines of Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P. Ferrellgas Partners, L.P. and its operating subsidiary, Ferrellgas, L.P., are limited partnerships

More information

CHARTER. the performance of the Company s internal audit function and independent auditor; and

CHARTER. the performance of the Company s internal audit function and independent auditor; and DISCOVERY COMMUNICATIONS, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER I. Purpose/Overview There will be a committee of the Board of Directors (the Board ) of Discovery Communications, Inc. (the

More information

AUDIT AND RISK ASSESSMENT COMMITTEE TERMS OF REFERENCE

AUDIT AND RISK ASSESSMENT COMMITTEE TERMS OF REFERENCE AUDIT AND RISK ASSESSMENT COMMITTEE TERMS OF REFERENCE CONSTITUTION: The Governing Authority has established a Standing Committee of the Governing Authority known as the Audit and Risk Assessment Committee

More information

Application of King III Corporate Governance Principles

Application of King III Corporate Governance Principles APPLICATION of KING III CORPORATE GOVERNANCE PRINCIPLES 2013 Application of Corporate Governance Principles This table is a useful reference to each of the principles and how, in broad terms, they have

More information

Terms of Reference - Board Risk Committee

Terms of Reference - Board Risk Committee Terms of Reference - Board Risk Committee The Board Risk Committee is authorised by the Board to oversee the Group s risk management arrangements. It ensures that the overarching risk appetite is appropriate

More information

TELESTA THERAPEUTICS INC. BOARD MANDATE AND GOVERNANCE GUIDELINES

TELESTA THERAPEUTICS INC. BOARD MANDATE AND GOVERNANCE GUIDELINES TELESTA THERAPEUTICS INC. Effective September 23, 2014 Revised Date: January 23, 2015 Please take that the masculine gender is used in this document without any discrimination and only to lighten the text

More information

Notion VTec Berhad (Company No. 637546-D) Board Charter

Notion VTec Berhad (Company No. 637546-D) Board Charter 1. Introduction In achieving the objectives of transparency, accountability and effective performance for Notion VTec Berhad ( Notion or the Company ) and its subsidiaries ( the Group ), the enhancement

More information

Board Charter. May 2014

Board Charter. May 2014 May 2014 Document History and Version Control Document History Document Title: Board Charter Document Type: Charter Owner: Board [Company Secretary] Description of content: Corporate Governance practices

More information

Application of King III Corporate Governance Principles

Application of King III Corporate Governance Principles Application of Corporate Governance Principles Application of Corporate Governance Principles This table is a useful reference to each of the principles and how, in broad terms, they have been applied

More information

CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE. As of August 4, 2016

CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE. As of August 4, 2016 CI FINANCIAL CORP. BOARD OF DIRECTORS MANDATE As of August 4, 2016 The Board of Directors of CI Financial Corp. (the Company ) is responsible for the stewardship of the Company and in that regard has the

More information

CHEVRON CORPORATION AUDIT COMMITTEE CHARTER

CHEVRON CORPORATION AUDIT COMMITTEE CHARTER CHEVRON CORPORATION AUDIT COMMITTEE CHARTER PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors of Chevron Corporation (the Corporation ) is: 1. To assure that the Corporation

More information

Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines

Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines Blue Cross and Blue Shield of North Carolina Corporate Governance Guidelines Over the course of Blue Cross and Blue Shield of North Carolina s ( BCBSNC or the Company ) history, the Board of Trustees (the

More information

Final Draft Guidance on Audit Committees

Final Draft Guidance on Audit Committees Guidance Corporate Governance April 2016 Final Draft Guidance on Audit Committees The FRC is responsible for promoting high quality corporate governance and reporting to foster investment. We set the UK

More information

GARMIN LTD. CORPORATE GOVERNANCE GUIDELINES

GARMIN LTD. CORPORATE GOVERNANCE GUIDELINES GARMIN LTD. CORPORATE GOVERNANCE GUIDELINES The Board of Directors (the "Board") of Garmin Ltd. (the "Company") has adopted these Corporate Governance Guidelines ("Guidelines"), in order to assist the

More information

CORPORATE GOVERNANCE STATEMENT

CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE STATEMENT CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS In determining what those standards should involve, Sundance has considered the 3 rd Edition of ASX Corporate Governance

More information

Macquarie Group Limited Board Charter

Macquarie Group Limited Board Charter = Macquarie Group Limited Board Charter 1. ROLE AND RESPONSIBILITIES 1.1 The primary role of the Board of Voting Directors of Macquarie Group Limited ( the Board ) is to promote the long-term health and

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE The Audit Committee (the Audit Committee ) is appointed by the Board of Directors (the Board ) of NVIDIA Corporation, a Delaware corporation

More information

U & D COAL LIMITED A.C.N. 165 894 806 BOARD CHARTER

U & D COAL LIMITED A.C.N. 165 894 806 BOARD CHARTER U & D COAL LIMITED A.C.N. 165 894 806 BOARD CHARTER As at 31 March 2014 BOARD CHARTER Contents 1. Role of the Board... 4 2. Responsibilities of the Board... 4 2.1 Board responsibilities... 4 2.2 Executive

More information

Internal Audit Framework

Internal Audit Framework Internal Audit Framework Internal Audit Framework National Treasury Republic of South Africa March 2009 (2 nd Edition) The Internal Audit Framework is being provided as a service to the Public Service.

More information

AUDIT COMMITTEE TERMS OF REFERENCE

AUDIT COMMITTEE TERMS OF REFERENCE AUDIT COMMITTEE TERMS OF REFERENCE 1. Purpose The Audit Committee will assist the Board of Directors (the "Board") in fulfilling its oversight responsibilities. The Audit Committee will review the financial

More information

Risk Management Committee Charter

Risk Management Committee Charter Ramsay Health Care Limited ACN 001 288 768 Risk Management Committee Charter Approved by the Board of Ramsay Health Care Limited on 29 September 2015 Ramsay Health Care Limited ABN 57 001 288 768 Risk

More information

INTERNAL AUDITING S ROLE IN SECTIONS 302 AND 404

INTERNAL AUDITING S ROLE IN SECTIONS 302 AND 404 INTERNAL AUDITING S ROLE IN SECTIONS 302 AND 404 OF THE U.S. SARBANES-OXLEY ACT OF 2002 May 26, 2004 Copyright 2004 by, 247 Maitland Avenue, Altamonte Springs, Florida, 32701-4201, USA Internal Auditing

More information

Board of Directors Charter and Corporate Governance Guidelines

Board of Directors Charter and Corporate Governance Guidelines INTRODUCTION The Board of Directors (the Board ) of Molson Coors Brewing Company (the Company ) has developed and adopted this set of corporate governance principles and guidelines (the Guidelines ) to

More information

Explanation where the company has partially applied or not applied King III principles

Explanation where the company has partially applied or not applied King III principles King Code of Corporate Governance for South Africa, 2009 (King III) checklist The Board of Directors (the Board) of Famous Brands Limited (Famous Brands or the company) is fully committed to business integrity,

More information

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (As Amended through December 11, 2013)

FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (As Amended through December 11, 2013) FAIRCHILD SEMICONDUCTOR INTERNATIONAL, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS (As Amended through December 11, 2013) I. Audit Committee Purpose The audit committee is appointed by

More information

QUANTUM MATERIALS CORP. AUDIT COMMITTEE CHARTER

QUANTUM MATERIALS CORP. AUDIT COMMITTEE CHARTER QUANTUM MATERIALS CORP. AUDIT COMMITTEE CHARTER Purpose The role of the Audit Committee is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements

More information

AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER

AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER AUDIT AND RISK MANAGEMENT COMMITTEE CHARTER AUDIT & RISK MANAGEMENT COMMITTEE CHARTER Armour Energy Limited ( COMPANY ) 1. Committee Members The Board has established an Audit & Risk Management Committee.

More information

OAC Presentation to UNESCO Member States

OAC Presentation to UNESCO Member States OAC Presentation to UNESCO Member States Scope and Purpose of Audit and Risk Committees 29 June 2016 1 Content: 1. Context 2. Audit and Risk Management in UNESCO today 3. Relationship between Entreprise

More information

LAGO DOURADO MINERALS LTD. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER. (Effective September 9, 2010)

LAGO DOURADO MINERALS LTD. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER. (Effective September 9, 2010) LAGO DOURADO MINERALS LTD. NOMINATING AND CORPORATE GOVERNANCE COMMITTEE CHARTER (Effective September 9, 2010) I. GENERAL 1. Purpose of the Committee The purpose of the Nominating and Corporate Governance

More information

GODADDY INC. CORPORATE GOVERNANCE GUIDELINES. Adopted as of February 3, 2015

GODADDY INC. CORPORATE GOVERNANCE GUIDELINES. Adopted as of February 3, 2015 GODADDY INC. CORPORATE GOVERNANCE GUIDELINES Adopted as of February 3, 2015 The following corporate governance guidelines have been adopted by the Board of Directors (the Board ) of GoDaddy Inc. (the Company

More information

Creating an effective audit committee

Creating an effective audit committee Audit Committee Creating an effective audit Institute committee 1 Sponsored by KPMG Creating an effective audit committee A corporate board of directors establishes an audit committee to assist in discharging

More information

THE ULTIMATE SOFTWARE GROUP, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER

THE ULTIMATE SOFTWARE GROUP, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER Adopted February 4, 2013 THE ULTIMATE SOFTWARE GROUP, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER I. PURPOSE: The primary function of the Audit Committee (the Committee

More information

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS MAY 11, 2015

FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS MAY 11, 2015 FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC I. PURPOSE OF THE COMMITTEE CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS MAY 11, 2015 The purpose of the Audit Committee (the Committee

More information

Audit and Risk Committee Charter. Knosys Limited ACN 604 777 862 (Company)

Audit and Risk Committee Charter. Knosys Limited ACN 604 777 862 (Company) Audit and Risk Committee Charter Knosys Limited ACN 604 777 862 (Company) Audit and Risk Committee Charter 1. Introduction 1.1 The Audit and Risk Committee is a committee established by the board of directors

More information

Hunter Hall International Limited

Hunter Hall International Limited Hunter Hall International Limited ABN 43 059 300 426 Board Charter 1. Purpose 1.1 Hunter Hall International Limited (Hunter Hall, HHL) is an ASX-listed investment management company. 1.2 This Board Charter

More information

Corporate Governance and Enterprise Risk Management Derek Jackson, Senior Manager 5 September 2005

Corporate Governance and Enterprise Risk Management Derek Jackson, Senior Manager 5 September 2005 Corporate Governance and Enterprise Risk Management Derek Jackson, Senior Manager 5 September 2005 Corporate Governance Services 0 Overview Hong Kong Code on Corporate Governance Practices Corporate Governance

More information

Chapter 5 Responsibilities of the Board of Directors Structure of the Board

Chapter 5 Responsibilities of the Board of Directors Structure of the Board Chapter 5 Responsibilities of the Board of Directors The Board of Directors is responsible for overseeing the work of the management to ensure compliance with policies, plans and budgets, as well as its

More information

INTERNAL AUDIT FRAMEWORK

INTERNAL AUDIT FRAMEWORK INTERNAL AUDIT FRAMEWORK April 2007 Contents 1. Introduction... 3 2. Internal Audit Definition... 4 3. Structure... 5 3.1. Roles, Responsibilities and Accountabilities... 5 3.2. Authority... 11 3.3. Composition...

More information

HALOGEN SOFTWARE INC. HUMAN RESOURCES COMMITTEE CHARTER

HALOGEN SOFTWARE INC. HUMAN RESOURCES COMMITTEE CHARTER HALOGEN SOFTWARE INC. HUMAN RESOURCES COMMITTEE CHARTER PURPOSE The Human Resources Committee is a standing committee appointed by the Board of Directors of Halogen Software Inc. The Committee will assist

More information

Corporate Governance Statement

Corporate Governance Statement Corporate Governance Statement Mesoblast Limited (the Company or Mesoblast) and its Board of Directors (the Board) are committed to implementing and achieving an effective corporate governance framework

More information

CHANGYOU.COM LIMITED AUDIT COMMITTEE CHARTER

CHANGYOU.COM LIMITED AUDIT COMMITTEE CHARTER CHANGYOU.COM LIMITED AUDIT COMMITTEE CHARTER I. Composition of the Audit Committee: There will be a committee of the Board of Directors to be known as the Audit Committee. The Audit Committee will have

More information

BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014)

BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014) BENCHMARK ELECTRONICS, INC. Corporate Governance Guidelines for the Board of Directors (As amended May 7, 2014) INTRODUCTION The Board of Directors (the Board ) of Benchmark Electronics, Inc. (the Company

More information

Risk & Compliance Committee Charter. HCF Life Insurance Company Pty Ltd (ACN 001 831 250) (the Company )

Risk & Compliance Committee Charter. HCF Life Insurance Company Pty Ltd (ACN 001 831 250) (the Company ) Risk & Compliance Committee Charter HCF Life Insurance Company Pty Ltd (ACN 001 831 250) (the Company ) Board approval date: 27 October 2015 Contents 1. Introduction and Purpose of this Charter...1 2.

More information

1.2 The conduct of the Board is also governed by the Company's Constitution (Constitution).

1.2 The conduct of the Board is also governed by the Company's Constitution (Constitution). 1. Purpose of the Charter 1.1 This Board Charter (Charter) sets out the role, composition and responsibilities of the Board of Directors of Atlantic Ltd (Atlantic or Company) within the governance structure

More information

BOARD CHARTER. Its objectives are to: provide strategic guidance for the Company and effective oversight of management;

BOARD CHARTER. Its objectives are to: provide strategic guidance for the Company and effective oversight of management; BOARD CHARTER Objectives The Board is ultimately responsible for the oversight and review of the management, operations and overall corporate governance of the Company. Its objectives are to: provide strategic

More information

HALOGEN SOFTWARE INC. AUDIT COMMITTEE CHARTER. oversee the qualifications and independence of the independent auditor;

HALOGEN SOFTWARE INC. AUDIT COMMITTEE CHARTER. oversee the qualifications and independence of the independent auditor; HALOGEN SOFTWARE INC. AUDIT COMMITTEE CHARTER PURPOSE The Audit Committee is a standing committee appointed by the Board of Directors of Halogen Software Inc. The Committee is established to fulfill applicable

More information

Revised May 2007. Corporate Governance Guideline

Revised May 2007. Corporate Governance Guideline Revised May 2007 Corporate Governance Guideline Table of Contents 1. INTRODUCTION 1 2. PURPOSES OF GUIDELINE 1 3. APPLICATION AND SCOPE 2 4. DEFINITIONS OF KEY TERMS 2 5. FRAMEWORK USED BY CENTRAL BANK

More information

Corporate Governance Statement

Corporate Governance Statement Corporate Governance Statement Magellan Flagship Fund Limited ACN 121 977 884 Magellan Flagship Fund Limited (the Company ) is a listed investment company whose shares are traded on the Australian Securities

More information

Quality Assurance Checklist

Quality Assurance Checklist Internal Audit Foundations Standards 1000, 1010, 1100, 1110, 1111, 1120, 1130, 1300, 1310, 1320, 1321, 1322, 2000, 2040 There is an Internal Audit Charter in place Internal Audit Charter is in place The

More information

CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC.

CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC. CORPORATE GOVERNANCE GUIDELINES AND PRINCIPLES OF PBF ENERGY INC. The Board of Directors (the Board ) of PBF Energy Inc. (the Company ) has adopted the following Corporate Governance Guidelines and Principles

More information

Corporate Governance Principles. February 23, 2015

Corporate Governance Principles. February 23, 2015 Corporate Governance Principles February 23, 2015 The Board of Directors (the Board ) of The Boeing Company ( Boeing or the Company ) has adopted the following corporate governance principles (the Principles

More information

NamCode. The Corporate Governance Code for Namibia

NamCode. The Corporate Governance Code for Namibia NamCode The Corporate Governance Code for Namibia An Overview July 2014 Overview Introduction Boards of directors are confronted with many difficult decisions on a regular basis. The right choice is not

More information

APPLICATION OF KING III CORPORATE GOVERNANCE PRINCIPLES 2014

APPLICATION OF KING III CORPORATE GOVERNANCE PRINCIPLES 2014 WOOLWORTHS HOLDINGS LIMITED CORPORATE GOVERNANCE PRINCIPLES 2014 CORPORATE GOVERNANCE PRINCIPLES 2014 CORPORATE GOVERNANCE PRINCIPLES 2014 This table is a useful reference to each of the King III principles

More information

APPLICATION OF THE KING III REPORT ON CORPORATE GOVERNANCE PRINCIPLES

APPLICATION OF THE KING III REPORT ON CORPORATE GOVERNANCE PRINCIPLES APPLICATION OF THE KING III REPORT ON CORPORATE GOVERNANCE PRINCIPLES Ethical Leadership and Corporate Citizenship The board should provide effective leadership based on ethical foundation. that the company

More information

International Forum of Independent Audit Regulators Report on 2014 Survey of Inspection Findings March 3, 2015

International Forum of Independent Audit Regulators Report on 2014 Survey of Inspection Findings March 3, 2015 International Forum of Independent Audit Regulators Report on 2014 Survey of Inspection Findings March 3, 2015 Executive Summary In 2014, the International Forum of Independent Audit Regulators (IFIAR)

More information

Amended and Restated. Charter of the Audit Committee. of the Board of Directors of. Tribune Publishing Company. (As Amended November 11, 2014)

Amended and Restated. Charter of the Audit Committee. of the Board of Directors of. Tribune Publishing Company. (As Amended November 11, 2014) Amended and Restated Charter of the Audit Committee of the Board of Directors of Tribune Publishing Company (As Amended November 11, 2014) This Charter sets forth, among other things, the purpose, membership

More information

Audit Committee Terms of Reference

Audit Committee Terms of Reference Superglass Holdings PLC 1 Membership Audit Committee Terms of Reference 1.1 The Board shall appoint the Committee Chairman who shall be an independent nonexecutive director. 1.2 Members of the Committee

More information

Board means the Board of Directors of each of Scentre Group Limited, Scentre Management Limited, RE1 Limited and RE2 Limited.

Board means the Board of Directors of each of Scentre Group Limited, Scentre Management Limited, RE1 Limited and RE2 Limited. Board Charter SCENTRE GROUP LIMITED ABN 66 001 671 496 SCENTRE MANAGEMENT LIMITED ABN 41 001 670 579 AFS Licence No: 230329 as responsible entity of Scentre Group Trust 1 ABN 55 191 750 378 ARSN 090 849

More information

Charter of the Audit Committee of the Board of Directors of Woodward, Inc.

Charter of the Audit Committee of the Board of Directors of Woodward, Inc. AUDIT COMMITTEE CHARTER Charter of the Audit Committee of the Board of Directors of Woodward, Inc. Purpose The Audit Committee (the Committee ) is appointed by the Board of Directors to oversee the accounting

More information

CORPORATE GOVERNANCE GUIDELINES

CORPORATE GOVERNANCE GUIDELINES I. Introduction CORPORATE GOVERNANCE GUIDELINES The Board of Trustees of Urban Edge Properties (the Trust ), acting on the recommendation of its Corporate Governance and Nominating Committee, has developed

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIVE NATION ENTERTAINMENT, INC.

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIVE NATION ENTERTAINMENT, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIVE NATION ENTERTAINMENT, INC. This Charter identifies the purpose, membership, meeting requirements and committee responsibilities of the Audit

More information

Network Rail Limited (the Company ) Terms of Reference. for. The Nomination and Corporate Governance Committee of the Board

Network Rail Limited (the Company ) Terms of Reference. for. The Nomination and Corporate Governance Committee of the Board Network Rail Limited (the Company ) Terms of Reference for The Nomination and Corporate Governance Committee of the Board Membership 1 The Nomination and Corporate Governance Committee (NCGCom) shall comprise

More information

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF TRIANGLE PETROLEUM CORPORATION AMENDED AND RESTATED AS OF JUNE 6, 2013

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF TRIANGLE PETROLEUM CORPORATION AMENDED AND RESTATED AS OF JUNE 6, 2013 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF TRIANGLE PETROLEUM CORPORATION AMENDED AND RESTATED AS OF JUNE 6, 2013 I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the "Committee")

More information

Financial transactions sometimes lacked proper signing authorities;

Financial transactions sometimes lacked proper signing authorities; STRENGTHENING FINANCIAL MANAGEMENT IN THE GOVERNMENT OF NUNAVUT DEPARTMENT OF FINANCE MARCH 2007 Introduction For a number of years the Auditor General of Canada has commented on the need for improved

More information

Appointment and Removal

Appointment and Removal Charter of the Audit Committee of the Board of Directors I. Purpose The Audit Committee shall provide assistance to the directors of the Company in fulfilling their responsibility to the shareholders relating

More information

BOARD OF DIRECTORS MANDATE

BOARD OF DIRECTORS MANDATE BOARD OF DIRECTORS MANDATE Board approved: May 7, 2014 This mandate provides the terms of reference for the Boards of Directors (each a Board ) of each of Economical Mutual Insurance Company ( Economical

More information

Corporate Governance Guidelines. Apartment Investment and Management Company. Adopted as of March 8, 2004 (last updated July 2010)

Corporate Governance Guidelines. Apartment Investment and Management Company. Adopted as of March 8, 2004 (last updated July 2010) Corporate Governance Guidelines of Apartment Investment and Management Company Adopted as of March 8, 2004 (last updated July 2010) Corporate Governance Guidelines of Apartment Investment and Management

More information

Internal Audit Charters

Internal Audit Charters Internal Audit Charters Part of a series of notes to help Centers review their own internal management processes from the point of view of managing risks and promoting good governance and value for money,

More information

BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER

BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER Contents I. Audit Committee... 1 1. Purpose and Mission... 1 2. Authority... 1 3. Membership... 2 4. Secretary... 3 5. Quorum... 3 6. Decisions...

More information

SHOPRITE HOLDINGS LTD. King III Reporting in terms of the JSE Listings Requirements 2.1

SHOPRITE HOLDINGS LTD. King III Reporting in terms of the JSE Listings Requirements 2.1 SHOPRITE HOLDINGS LTD King III Reporting in terms of the JSE Listings Requirements The JSE Listings Requirements require all JSE-listed companies to provide a narrative on how it has applied the new recommendations

More information

Board Governance Principles Amended September 29, 2012 Tyco International Ltd.

Board Governance Principles Amended September 29, 2012 Tyco International Ltd. BOD Approved 9/13/12 Board Governance Principles Amended September 29, 2012 Tyco International Ltd. 2012 Tyco International, Ltd. - Board Governance Principles 1 TABLE OF CONTENTS TYCO VISION AND VALUES...

More information

A Guide to Corporate Governance for QFC Authorised Firms

A Guide to Corporate Governance for QFC Authorised Firms A Guide to Corporate Governance for QFC Authorised Firms January 2012 Disclaimer The goal of the Qatar Financial Centre Regulatory Authority ( Regulatory Authority ) in producing this document is to provide

More information

South East Water Corporation Finance Audit and Risk Management Committee Charter. October 2012

South East Water Corporation Finance Audit and Risk Management Committee Charter. October 2012 South East Water Corporation Finance Audit and Risk Management Committee Charter October 2012 Version: 1.0 Page 1 of 6 DOCUMENT NUMBER BS 2359 1. Purpose The South East Water Corporation Board's Finance

More information