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Concise Annual Report : Concise Annual Report 2012
CONCISE ANNUAL REPORT 2012 21 Composition of the Nomination Committee Chairman: Paula Dwyer Other Members: Jane Hemstritch Elmer Funke Kupper (from 25 June 2012) Steven Gregg (from 18 July 2012) Justin Milne (from 1 August 2011) Zygmunt Switkowski The terms of reference for the Nomination Committee 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, 2.5, 2.6 12. Internal control framework The Board reviews and approves the internal control structure of the Tabcorp Group. This includes the role performed by the Group's internal audit, risk management and compliance functions. Also, the Group's strategic plan (see section 27) and a detailed budget are prepared annually and subject to the approval of the Board. Forecasts for the Tabcorp Group and each of the operating divisions are regularly updated and reported to the Board throughout the year to enable Directors to monitor performance against the annual budget. The Tabcorp Group has detailed procedural guidelines for the approval of capital expenditure including annual budgeting, review and approval of individual proposals and specific levels of authority between the Board, the Managing Director and Chief Executive Officer and other levels of management. Processes for the investment of surplus cash, management of debt and currency, and interest rate risk management have been approved by the Board and are the subject of ongoing reporting to the Board. Tabcorp enters into interest rate swaps and cross currency swaps to hedge interest rate and foreign exchange risk on debt. The Tabcorp Group Treasury department is responsible for managing the Tabcorp Group's finance facilities and interest rate, credit, liquidity and currency risks in line with policies set by the Board. The Tabcorp Group's internal audit function is resourced by Tabcorp employees supplemented by relevant industry experts, and is independent of the external auditor. Internal audit reports are regularly submitted to the Chief Financial Officer, to the Audit, Risk and Compliance Committee and, where appropriate, to the Board. The Audit, Risk and Compliance Committee approves the internal audit plan annually. The Tabcorp Compliance Policy and Framework was developed to align with: ■ Australian Standard AS 3806 -- Compliance Programs; ■ Australian Standard AS 8000 -- Good Governance Principles; ■ Applicable legislation; and ■ The Tabcorp Group's organisational structure and strategy. The Tabcorp Group utilises an enterprise wide compliance system, which provides a consistent and uniform approach to collating and reporting relevant information from across all divisions. The system monitors whether practices and processes designed to ensure compliance have been operating effectively, increases the visibility of potential issues, and assists the processes for resolving issues. The standards AS 3806 -- Compliance Programs and AS 8000 -- Good Governance Principles are available from SAI Global's website at www.saiglobal.com. ; ASX CGC's Recommendations 1.1, 3.1, 3.3, 7.1, 7.2, 7.3 13. Management of risk The Tabcorp Group has in place a Risk Management Framework, policies and procedures, which set out the roles, responsibilities and guidelines for managing financial and operational risks associated with the Group's businesses. During the financial year Tabcorp's Audit, Risk and Compliance department updated and monitored the risk profiles for each of the Group's operating businesses and all major projects. These profiles identify the: ■ Nature and likelihood of occurrence for specific material risks; ■ Key controls that are in place to mitigate and manage the risk; ■ Sources and levels of assurance provided on the effective operation of key controls; and ■ Responsibilities for managing these risks. The risk profiles for each key operating division are reported to the Board Audit, Risk and Compliance Committee and are considered as part of the annual internal audit planning process. Risks identified within each business are captured on an on-line risk management system, which provides ongoing reporting and enhances the monitoring of the risk profiles throughout the year.
Concise Annual Report 2013