Speirs Group Limited

Audit Committee Terms of Reference

Introduction and Purpose

The Audit Committee Terms of Reference covers Speirs Group Limited and all entities that are subsidiaries or associates of Speirs Group Limited, or in which Speirs Group Limited owns a significant interest.

Constitution

The Audit Committee (“Committee”) is a committee of the Board of Directors (“Board”) of the Company

Objectives

To receive external audit and internal management reports in compliance matters and to review financial statements, statutory and regulatory disclosures.
To assist the Board in discharging its responsibilities in relation to financial reporting, monitoring of compliance, risk management policy and policies concerning statutory and regulatory compliance.
The Committee is accountable to the Board and exists to facilitate Board decision making by reporting and forwarding recommendations to the Board.

Membership

The members of the Committee are appointed by the Board. The Committee will be chaired by one of those members and will be appointed by the Board. The Committee Chair will not be the Board Chair.
The minimum number of Committee members is two. A quorum will be any two members of the Committee.
Amongst the Committee members, there will ideally be expertise in accounting, finance, economics, general commercial and legal fields.

Meeting Attendance and Frequency

The Committee may instruct any officer or employee of the Company to attend any meeting and provide pertinent information as required.
Non-member directors will be entitled to attend meetings.
At least once a year the Committee will meet with the External Auditor without the presence of management to discuss any matters the Committee believes should be discussed privately.
The Chairman will convene a meeting upon request of any Committee member who considers it necessary.

Secretarial

At least five working days notice will be given for meetings, unless circumstances require an urgent meeting to be held.
Agendas and associated papers will be distributed to, and received by, Committee members by the last working day of the week prior to each meeting.
Formal minutes of all meetings will be kept.

Responsibilities

  • To liaise with external auditors.
  • To recommend appointment of the external auditors, including their compensation and scope, as well as their replacement, discharge or resignation.
  • To review the contents of the External Auditor’s Management Letter, and internal audit reviews if any), together with management’s responses thereto.
  • To review the annual audit plan with the external auditors.
  • To monitor the effectiveness of the external audit function.
  • To consider and review the adequacy of the Company’s system of internal control.
  • To consider and review reporting by management against the requirement of legislation and external standards in relation to finance, tax and accounting.
  • To review statutory and regulatory disclosure, annual and semi-annual reporting.
  • To review risk management processes, risk exposures and steps taken to manage such risks to the Company for reporting to the Board.
  • To monitor and review the propriety of any related party transactions.

Authority

The Committee is authorised by the Board to investigate any activity it deems appropriate to fulfil its responsibilities outlined above. It is authorised to seek any information from any officer or employee of the Company, all of whom are directed to cooperate with any request made by the Committee.
The Committee is authorised to engage any firm of consultants, lawyers or other professionals and the Committee sees fit to provide independent counsel and advice and to assist in review or investigation of such matters as the Committee deems appropriate.

Reporting Procedures

The Chairman of the Committee will report on Committee business to the Board, with such recommendation as the Committee may deem appropriate.
The Committee will:

  • recommend approval of the Annual Report and Accounts to the Board.
  • recommend approval of the Half Annual Report to the Board.
  • maintain direct lines of communication with the external auditor, the Chairman, the CEO and Secretary, and relevant personnel as appropriate.

The Secretary of the Committee will provide a copy of the minutes for review by the Chairman prior to distribution.
Directors or any member of staff may approach the Committee independently of the Board or their controlling officers.

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