Appendix 4

This audit committee meeting planner pro-forma can be used to plan what gets addressed at each audit committee meeting. It should be tailored to suit the needs of each organisation.

Frequency / Scheduled meetings
At least annually / Quarterly / When necessary / Quarter 1 / Quarter 2 / Quarter 3 / Quarter 4
Constitution
Review audit committee’s terms of reference / 3
Review code of conduct / 3
Assess independence, financial literacy skills and experience of members / 3
Establish number of meetings for the forthcoming year / 3
Audit committee chair to establish meeting agenda and attendees required / 3
Enhance skills and experience
– professional development / 3
Frequency / Scheduled meetings
At least annually / Quarterly / When necessary / Quarter 1 / Quarter 2 / Quarter 3 / Quarter 4
Corporate reporting
Hold in camera session with management / 3
Review both corrected and uncorrected audit differences / 3
Review new accounting and reporting developments / 3
Review critical accounting policies and alternative accounting treatments / 3
Review significant accounting judgements and estimates / 3
Review large, unusual and complex transactions / 3
Review and recommend approval of annual financial statements / 3
Review the narrative sections of the annual report / 3
Review and recommend approval of half year financial statements / 3
Review and recommend approval of any earnings releases / 3
Frequency / Scheduled meetings
At least annually / Quarterly / When necessary / Quarter 1 / Quarter 2 / Quarter 3 / Quarter 4
Review and recommend approval of any analyst briefings
or investor presentations / 3
Risk management and controls
Evaluate the corporate culture and the 'tone from the top' / 3
Review the process by which risk strategy and appetite are determined / 3
Review and assess the risk management and internal control systems / 3
Review weaknesses in internal control and
management's remediation plan / 3
Review anti-fraud and bribery
programmes and the risk of management override / 3
Review whistle- blowing arrangements / 3
Assess crisis management and business continuity plans / 3
Frequency / Scheduled meetings
At least annually / Quarterly / When necessary / Quarter 1 / Quarter 2 / Quarter 3 / Quarter 4
Understand management remuneration structures and the drivers of bias / 3
Meet with the 'marzipan
layer' (i.e. those below the executive tier) / 3
Review reports from regulators and management's response / 3
External auditors
Recommend appointment and review performance / 3
Approve audit fees and terms of engagement / 3
Consider policy in relation
to non-audit services / 3
Consider hiring policy for former employees of the auditor / 3
Consider objectivity/ independence and obtain confirmation from auditor / 3
Review audit plan and scope of audit work / 3
Review external audit findings / 3
Frequency / Scheduled meetings
At least annually / Quarterly / When necessary / Quarter 1 / Quarter 2 / Quarter 3 / Quarter 4
Discuss appropriateness of accounting policies, estimates and judgements / 3
Discuss external auditors views on control environment / 3
Discuss issues with auditor in absence of
executives and management / 3
Ongoing communication (written/oral) of external auditor with audit committee / 3
Internal auditors
Where no internal audit function, consider the need for an internal audit function / 3
Recommend appointment and review performance / 3
Review internal audit plan / 3
Review significant internal audit reports and findings / 3
Review progress on actions taken in response to
the committee’s representations / 3
Frequency / Scheduled meetings
At least annually / Quarterly / When necessary / Quarter 1 / Quarter 2 / Quarter 3 / Quarter 4
Discuss issues with auditor in absence of
executives and management / 3
Other responsibilities
Review progress on actions taken in response to the representations of the auditors / 3
Review legal and compliance developments / 3
Review report to shareholders on role and
responsibilities of the committee / 3
Perform self assessment of audit committee performance / 3
Assess the CFO and finance function / 3
Review CFO and financial personnel succession planning / 3
Work with the nomination committee to develop an audit committee succession plan / 3
Conduct special investigations and perform other activities as appropriate / 3
Provide appropriate induction for new members / 3
Maintain minutes and report to board / 3