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Concise Annual Report : Concise Annual Report 2012
CONCISE ANNUAL REPORT 2012 19 8. Committees of the Board To assist the Board in achieving the highest standards of corporate governance, the Directors involve themselves with the critical areas of the Group's activities through Board Committees. The Board Committees as at the date of this report were: ■ Audit, Risk and Compliance (see section 9); ■ Remuneration (see section 10); and ■ Nomination (see section 11). Board Committee membership is restricted to Non Executive Directors only. All Non Executive Directors are members of the Audit, Risk and Compliance Committee and the Nomination Committee, in addition to membership of other Board Committees as appointed. Tabcorp's Board Committee arrangements reflect similar board committee structures in other large Australian companies. Each Board Committee has terms of reference which set out the roles, responsibilities, composition and processes of each Committee. These terms of reference are reviewed regularly. The terms of reference for Tabcorp Board Committees are available from the Corporate Governance section of Tabcorp's website at www.tabcorp.com.au/about_ governance.aspx. ; ASX CGC's Recommendations 1.1, 2.4, 4.1, 4.3, 8.1 9. Audit, Risk and Compliance Committee The Audit, Risk and Compliance Committee provides the Board with additional assurance and oversight relating to financial accounting practices, financial and operational risk management, compliance management, internal control systems, external reporting and the internal and external audit functions. The key responsibilities of the Audit, Risk and Compliance Committee are as follows: Audit: ■ Oversee compliance with statutory responsibilities relating to financial disclosure, and approval of full year and half year financial statements as well as the financial statements in the annual report; ■ Review the activities of the internal audit function and the external auditor (Ernst & Young) and review their performance on an annual basis; ■ Review the adequacy of the Group's internal controls; ■ Monitor related party transactions and potential conflicts of interest; and ■ Review the process for management assurance to the Board (refer to section 14 of this corporate governance statement for more information) Risk and Compliance: ■ Reviewing and approving the Group's risk and compliance policies and frameworks; ■ Assessing the appropriateness of risk and compliance management systems, related control processes, and reporting systems; ■ Monitoring the effectiveness of systems and processes in place to ensure compliance requirements are being satisfied and performing adequately; ■ Evaluating the effectiveness of the Group's systems and controls to monitor and manage risks that are significant to the fulfilment of the Group's business objectives; and ■ Ensuring that sufficient resources are dedicated to managing risk and compliance. The Chairman of the Audit, Risk and Compliance Committee is required to meet regularly with the external auditor in the absence of management. The Chairman of the Audit, Risk and Compliance Committee is also required to meet with Tabcorp's General Manager Audit, Risk and Compliance on a regular basis. The annual internal audit plan and the scope of work to be performed is set in consultation with the Audit, Risk and Compliance Committee. The Committee approves the annual internal audit plan and reviews progress and reports made pursuant to that plan. The Audit, Risk and Compliance Committee is committed to maintaining auditor independence and limiting the engagement of the external auditor for only audit related services, unless exceptional circumstances necessitate the involvement of the external auditor. The Chairman of the Audit, Risk and Compliance Committee must approve all non-audit related work to be undertaken by the external auditor (if any). Tabcorp will maintain the rotation of the lead external audit partner every five years or less, as required by the Corporations Act. The external auditor attends Tabcorp's annual general meeting and is available to answer shareholder questions regarding aspects of the external audit and their report. Refer also to section 12 for internal control framework and section 13 for management of risk.
Concise Annual Report 2013