Finance, Audit and Risk Management (FARM) Committee charter

Constitution
The Finance, Audit and Risk Management Committee has been established by resolution of the Board.

Membership
The Committee will consist of not less than three Board members. Members will be appointed by the Board.

Chairman
The full Board will nominate the Chairman of the Committee.

Other Attendees
The Executive Director/CEO and CFO as well as other members of senior management may be invited to be present for all or part of the meetings. Representatives of the external auditor are invited to attend each meeting of the Finance, Audit and Risk Management Committee where relevant.

Quorum
The quorum will be two members.

Meetings
Meetings will be held not less than two times per year to enable the committee to effectively undertake its role.

Authority
The Finance, Audit and Risk Management Committee is authorised by the Board to investigate any activity within its charter.

The Finance, Audit and Risk Management Committee will have access to management and external auditors
with or without management present and has the right to seek explanations and additional information. It is authorised to seek any information it requires from any employees and all employees are directed to cooperate with any request made by the Finance, Audit and Risk Management Committee.

The Finance, Audit and Risk Management Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

The Finance, Audit and Risk Management Committee is required to make recommendations to the Board on all matters within the Finance, Audit and Risk Management Committee’s Charter.

Reporting procedures
The Finance, Audit and Risk Management Committee will keep minutes of its meetings.

The minutes are to be tabled at the Board meeting following the Finance, Audit and Risk Management Committee meeting along with any recommendations of the Committee.

Responsibilities of the Finance, Audit and Risk Management Committee
The Finance and Risk Management Committee is responsible for reviewing the integrity of the Company’s financial reporting and overseeing the independence of the external auditors and overseeing risk. In particular:

• to review the audited annual and half-yearly financial statements and accompanying reports before submission
  to the Board, recommending their approval
• to recommend to the Board the appointment of the external auditor
• to review the appointment of the external auditor, the auditors independence, audit fee and any questions of resignation or dismissal
• to evaluate the adequacy and effectiveness of the Company’s administrative, operating and accounting policies through active communication with operating management and the external auditors
• to monitor business performance and the implementation of strategy and policies ensuring appropriate
  resources are available to the task
• to oversee the establishment and implementation by management of a system for identifying, assessing, monitoring and managing risk throughout the company
• to review at least annually the Company’s risk management systems to ensure the exposure to the various categories of risk are minimised prior to endorsement by the Board
• to ensure a safe working culture is sustained in the workforce
• to monitor compliance with all operational legal and regulatory obligations.