Audit and Risk Committee Charter

1 Establishment

The Audit and Risk Committee (Committee) is established by the board of UNICEF Australia under rule 12.14 of the constitution.

2 Purpose

The purpose of the Committee is to assist the board in fulfilling its governance responsibilities in relation to financial performance and reporting by:

(a) monitoring and reviewing key aspects of the financial operations of the UNICEF Australia;

(b) ensuring adequate and effective risk identification and management processes are in place and operating effectively;

(c) ensuring compliance with UNICEF Australia’s statutory and other reporting obligations.

(d) make decisions on matters when referred by the Board

3 Membership

(a) The Committee will be appointed by the board and comprise:

  1. a chair who is one of the board members;
  2. at least three people, each of whom must be a member of the board;
  3. one or more additional people, who are not members of the board but who have appropriate professional qualifications and experience.

(b) The Committee must always comprise a majority of members who are board members.

(c) The CEO and COO of UNICEF Australia are prohibited from being members of the Committee.

(d) The Committee’s members must, between them, have the appropriate financial/accounting background and/or qualifications considered by the board to be necessary to enable it to discharge its responsibilities competently and to a high professional standard.

4 Role and responsibilities

The role and responsibilities of the Committee are to:

(a) carry out the Committee’s purpose in assisting the board to fulfil its governance responsibilities in relation to financial performance and reporting;

(b) provide a direct link between the UNICEF Australia board and its external auditor;

(c) monitor UNICEF Australia’s corporate governance processes to ensure their continued effectiveness and recommend to the board any changes considered necessary;

(d) review on a regular basis and report to the board on the financial reports prepared by UNICEF Australia;

(e) consider, in consultation with UNICEF Australia’s external auditor:

  1. the annual audit plan for recommendation to the board; and
  2. the results of the annual audit, auditor’s report and audit opinion and audited financial statements for recommendation to the board, including any actions considered necessary arising out of the auditor’s report;

(f) ensure the continued independence of UNICEF Australia’s external auditor;

(g) advise and make recommendations to the board on the appointment of UNICEF Australia’s external auditor;

(h) review on a regular basis and advise the board on any changes, if necessary, to UNICEF Australia’s risk management and statutory reporting/compliance protocols;

(i) review at least annually and advise the board on any changes, if necessary, to UNICEF Australia’s corporate governance systems and protocols.

(j) review on a regular basis adherence to UNICEF Australia’s enterprise risk management framework

(k) consider the annual internal audit plan and review progress against findings arising from any internal audits undertaken

5 Meetings

(a) The Committee will meet as often as they decide is necessary to fulfil their functions and must meet at least four times a year.

(b) The Committee must meet to consider the annual audit plan, audited financial statements and auditor’s report and audit opinion.

(c) The Committee will normally meet immediately prior to each UNICEF Australia board meeting.

(d) The Committee chair may schedule additional meetings at his/her discretion.

(e) The quorum for meetings is at least two Committee members, one of whom must be a UNICEF Australia board member.

(f) The CEO and COO of UNICEF Australia may attend Committee meetings and participate fully in the Committee’s deliberations. However, neither the CEO nor the COO is entitled to vote on any matter before the Committee.

(g) The external auditor of UNICEF Australia may attend any Committee meeting and must be invited to attend the Committee meetings at which the annual audit plan, audited financial statements and auditor’s report and audit opinion are being considered.

(h) The Committee may conduct its meetings in such manner as it considers necessary to ensure the orderly and competent discharge of the business to be dealt with at each meeting.

(i) Decisions will be made by a majority vote of those Committee members present in person or by electronic means.

(j) The Committee may pass written resolutions as necessary.

(k) The Committee must ensure that an adequate record of each of its meetings is kept and submitted to the board at its next available meeting for the board’s information.