Charter of the Australian National University Law Students' Society Risk, Audit and Compliance Committee
Charter of the Risk,Audit and Compliance Committee
Table of Contents
1. Purpose and Scope of the Committee
2. Other Committee Objectives
3. Composition andAppointment
4. Meetings
5. Voting
6. Conflicts of interest
7. Minutes
8. Reporting to the Executive
9. Reviews
1. Purpose and Scope of the Committee
1.1.The Risk, Audit and Compliance Committee (the Committee) assists the ANU LSS Executive (the Executive) in carrying out its duties by providing independent and objective review, advice and assistance in developing policy and monitoring activity within the scope of its remit and making recommendations to the Executive for resolution.
1.2.The role of the Committee includes assisting the Executive in the Society’s governance and exercising of due care, diligence and skill in relation to risk assessment, treatment strategies and monitoring.
1.3.Consistent with the Society's determined appetite for risk, it includes assisting the Executive to understand risks, that may:
1.3.1. Impede the Society from achieving its goals and objectives;
1.3.2. Impact on the Society performance;
1.3.3. Affect the health, safety or welfare of employees, visitors and others in relation to the Society's operations;
1.3.4. Threaten compliance with the Society's regulatory and legal obligations;
1.3.5. Impact on the community and the environment in which the Society operates;
1.3.6. Impact on the Society’s reputation and that of its people; and
1.3.7. Result in personal liability for the Society's officers arising from the Society's operations.
2. Other Committee Objectives
2.1.The Society's risk policy objectives will be achieved by implementation of effective risk identification, management and mitigation programs, including:
2.1.1. Monitoring and reviewing issues that may impede the goals, objectives and performance of the Society;
2.1.2. Maintenance of an enterprise risk management framework and appropriate operational risk management frameworks;
2.1.3. Maintenance of internal control systems in order to provide accurate, relevant, timely and reliable financial and operational information;
2.1.4. Monitoring and reviewing safety systems throughout the company’s operations;
2.1.5. Monitoring of operations and maintenance of records to ensure compliance with company policies and regulatory requirements;
2.1.6. The reporting to the Committee and Executive on significant circumstances and risk related issues, which may materially affect the company;
2.1.7. Implementation of management systems and loss prevention and control measures directed at managing the potential for loss and damage to the company;
2.1.8. Management of insurance programs to ensure appropriate coverage by reputable insurers at competitive premium levels with regard to the company’s circumstance and need; and 2.1.9. Ensuring an appropriate risk-aware culture has been embedded throughout the company.
2.1.10. Providing training to incoming members of the Executive (particularly the Responsible Persons of the LSS) surrounding their legal and financial obligations.
3. Composition and Appointment
3.1.The Committee shall consist of at least three suitably qualified members who are independent of the Executive and have technical expertise to ensure it is able to discharge its mandate effectively. Lawyers, accountants or other qualified professionals must have at least five years of experience in corporate governance post-admission or registration.
3.2. The Vice President (Administration) (or an appropriate delegate of the Vice President (Administration)) will act as secretary to the Committee. The secretary will assist the chair to develop and distribute agendas, papers, minutes and calendar.
3.3. One Vice-President of the Executive will also be a member of the Committee
3.4. All members should have a sufficient understanding of the financial and governance obligations of incorporated associations and not-for-profits. They must also familiarise themselves with the particular obligations and risk management frameworks of the LSS.
3.5.Members will be appointed for a period of five years and may seek reappointment.
3.6.The appointment of members will be made in accordance with the process established in 22.2 –22.7 of the LSS Constitution. They shall cease to be members in accordance with the provisions in 22.9.
4. Meetings
4.1.The Committee will meet a minimum three times a year and, additionally, as the Committee considers necessary.
4.2.A quorum will be more than half the members. In the chair’s absence from a meeting, the members present will select a chair for that particular meeting.
4.3.All Committee members are expected to attend each meeting in person, or through other approved means, such as teleconference or video conference.
4.4.The Committee may invite other people to attend as it sees fit and consult with other people, or seek any information it considers necessary, to fulfil its responsibilities.
4.5.Members of the Executive are encouraged to attend meetings of the Committee. These people may take part in the business of, and discussions at, the meeting but have no voting rights.
4.6.The notice and agenda of a meeting will include relevant supporting papers.
5. Voting
5.1.Any matters requiring decision, will generally be decided by consensus, or if consensus is not achievable, then by a majority of votes of members present.
6. Conflicts of interest
6.1.Committee members will be invited to disclose conflicts of interest at the commencement of each meeting. Ongoing conflicts of interest need not be disclosed at each meeting once acknowledged.
6.2.Where members or invitees are deemed to have a real or perceived conflict of interest, they will be excused from Committee discussions on the issue where a conflict exists.
7. Minutes
7.1.Minutes must be prepared, approved by the chair and circulated to the members within two weeks of a meeting. They must be ratified and signed by the chair, at the next meeting of the Committee.
8. Reporting to the Executive
8.1.The chair of the Committee is to report to the Executive following each Committee meeting. Such reporting may be by distribution of a copy of the minutes, supplemented by other necessary information, including recommendations requiring Executive action and/or approval. The chair is to organise the supply of information regarding the Committee and is to be included in the company’s annual report.
9. Reviews
9.1.The Committee will review its performance on an annual basis. The review may be conducted as a self-assessment and will be coordinated by the chair. The assessment may seek input from any person. Training needs will be monitored by the chair. The Committee will review this charter and its composition annually, to ensure that it remains consistent with the Society's objectives and responsibilities. The Executive should consider the Committee’s review and either approve or further review the Committee’s charter and/or composition.