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FLEXIGROUP LIMITED FINANCIAL REPORT 2011
Board committees
The Board may delegate responsibility to committees to
consider certain issues in further detail and then report back
to and advise the Board.
Committees established by the Board have adopted charters
setting out the authority, responsibilities, membership and
operation of the committee.
There are currently three committees:
Audit & Risk Committee, Nomination Committee and
Remuneration Committee.
The Board charter is available on the FlexiGroup website.
Audit & Risk Committee
The role of the Committee is to assist the Board in carrying
out its accounting, auditing and fnancial reporting
responsibilities, including oversight of:
(a) the integrity of the Company’s external fnancial
reporting and fnancial statements
(b) the appointment, remuneration, independence and
competence of the Company’s external auditors
(c) the performance of the external audit function and
review of its audits
(d) the efectiveness of the Company’s system of risk
management and internal controls and
(e) the Company’s systems and procedures for compliance
with applicable legal and regulatory requirements
The Audit & Risk Committee provides advice to the Board
and reports on the status and management of the risks
to the Company. The purpose of the Committee’s risk
management process is to ensure that risks are identifed,
assessed and appropriately managed.
The Board has adopted a policy regarding the services that
the Company may obtain from its external auditor. It is the
policy of the Company that its:
• external auditor frm must be independent of the
Company, the Directors and senior executives. To ensure
this, the Group will require a formal confrmation for
independence from its external auditor on an annual
basis, and
• external auditor may not provide services to the
Company that are perceived to be materially in confict
with the role of the external auditor. Services which
involve the external auditor acting in a managerial or
decision-making capacity, or processing or originating
transactions, are not appropriate. However, the external
auditor may be permitted to provide additional services,
which are not perceived to be materially in confict with
the role of the external auditor, if the Board or Audit &
Risk Committee has approved those additional services,
or they fall within the terms of any approved policy.
Such additional services may include fnancial audits,
audits or reviews undertaken for regulatory purposes,
completion audits, tax compliance, advice on accounting
standards, and due diligence on certain acquisition or
sale transactions.
The Committee must comprise at least three Directors,
all of whom must be Non-Executive Directors and a
majority of whom must be independent. The Chairman
of the Committee must be an independent Non-Executive
Director who is not the Chairman of the Board.
The Committee will meet as often as is required to undertake
its role efectively. The Chief Executive Ofcer and Chief
Financial Ofcer are expected to attend each scheduled
meeting of the Committee and a standing invitation will be
issued to the external auditors. The Committee Chairperson
may also invite Directors who are not members of the
Committee, other senior managers and external advisors
to attend meetings of the Committee. The Committee may
request management and/or others to provide such input
and advice as is required. The Committee will regularly
report to the Board about Committee activities, issues and
related recommendations.
The Audit & Risk Committee charter is available on the
FlexiGroup website.
The Committee comprises R John Skippen (Chair),
Margaret Jackson and Rajeev Dhawan.