Audit and Risk Committee Charter

In carrying out its primary functions set out in 1.3 above, the Committee provides independent assurance to the Board as more specifically set out below.

2.1.    Financial reporting

(a) Review Housing Australia’s processes and systems for preparing financial reporting information.
(b) Review the processes in place to allow the entity to stay informed throughout the year of any changes or additional requirements in relation to financial reporting.
(c) Review Housing Australia’s annual financial statements and recommend acceptance to the Board.
(d) Review the appropriateness of Housing Australia’s accounting policies and practices (including in relation to financial record keeping), and areas of significant judgment in the light of relevant laws, accounting standards and principles.
(e) Satisfy itself that the relevant issues relating to Housing Australia’s dividend and capital reserve policy have been raised for consideration by Housing Australia’s management.

2.2. Performance Reporting

(a) Review systems and procedures for assessing, monitoring and reporting on achievement of the entity’s performance. In particular, the Committee will satisfy itself that Housing Australia’s: 
(i) Corporate Plan contains appropriate details of how Housing Australia’s performance will be measured and assessed; 
(ii) approach to measuring its performance throughout the financial year against the performance measures included in its Portfolio Budget Statements and Corporate Plan is appropriate and in accordance with the Commonwealth performance framework; 
(iii) systems and processes for preparation of its annual performance statement are appropriate. 
(b) Review Portfolio Budget Statements;
(c) Review Housing Australia’s annual performance statement and recommend acceptance to the Board.

2.3. Audit

(a) Make recommendations to the Board on the appointment, assessment and removal of Housing Australia’s internal auditors and oversee their independence;
(b) Annually review and recommend to the Board for approval Housing Australia’s external and internal audit fees, plans and their scope with a view to ensuring the plan adequately covers Housing Australia’s primary risks; and 
(c) Provide an effective forum for communication between the Board, management and internal and external auditors.
(d) In relation to the internal control framework:
(i) review management’s approach to maintaining an effective internal control framework and whether appropriate processes are in place for assessing whether key policies and procedures are complied with, 
(ii) review whether management has in operation relevant policies and procedures—such as delegations, business continuity management and information security. 
(e) In relation to legislative and policy compliance: 
(i) review the effectiveness of systems for monitoring the entity’s compliance with laws, regulations and associated government policies with which the entity must comply; 
(ii) determine whether management has adequately considered legislative and regulatory obligations and compliance risks as part of the entity’s enterprise risk management framework, fraud control framework and business continuity planning;
(iii) monitor changes of significance to Housing Australia in relation to the various laws, regulations, accounting policies and regulatory / reporting requirements;
(iv) monitor compliance with legal obligations and policies and controls approved by the Board;
(v) make recommendations to the Board, where appropriate, to improve Housing Australia’s legal and policy compliance. 
(f) Review management’s approach to maintaining an effective internal security system (including complying with the Protective Security Policy Framework where appropriate). 
(g) Review all audit reports, alert the Board to any major concerns identified in those reports, and recommend action on significant matters raised—including identification and dissemination of information on good practice. 
(h) Review, at least annually, the scope, results and performance of Housing Australia’s external and internal auditors.

2.4. Risk

(a) Make recommendations to the Board on ways in which the risk culture and risk management behaviours across all levels of Housing Australia may be improved;
(b) Review whether management has in place a current and sound enterprise risk management framework and associated internal controls for effective identification and management of the business and financial risks;
(c) Review the content of Housing Australia’s Risk Management Policy, Compliance Management Policy and Framework(s), including with respect to the articulation of key roles and responsibilities and management of key risks;
(d) Review Housing Australia’s compliance with, and application of, the Risk Management Policy, Compliance Management Policies and Framework(s), including satisfying itself of the effectiveness of systems for monitoring Housing Australia’s compliance with laws, regulations and associated government policies with which Housing Australia must comply;
(e) Monitor and provide recommendations in respect of Housing Australia’s risk appetite, tolerance and system of oversight;
(f) Monitor Housing Australia’s risk management programs relating to the specific areas of business continuity and disaster recovery, fraud control and cybersecurity and satisfy itself that the entity has adequate processes for detecting, capturing and effectively responding to risks in these areas; and
(g) Identify opportunities to enhance consistency across Housing Australia, including more effective ways of managing similar risks (or categories of risk) from an entity-wide perspective.

2.5. Other Responsibilities

(a) Commission such special audits or investigations for Housing Australia as may be necessary;
(b) Develop the Committee’s annual work plan, detailing actions to be taken to perform the Committee’s functions and the provision of advice to the Board;
(c) Perform any other tasks Housing Australia’s Board may from time to time authorise; and
(d) Engage in a discussion with Housing Australia’s external auditors and internal auditors, at least once a year, without members of Housing Australia’s management in attendance.

The Board authorises the Committee, within its responsibilities, to:

3.1. Obtain any information it requires from any official or external party (subject to any legal obligation to protect information);
3.2. Have direct access to internal auditors at any time.
3.3. Discuss any matters with the external auditor, or other external parties (subject to confidentiality considerations);
3.4. Request the attendance of any official, including members of the Board, at Committee meetings; and
3.5. Subject to any applicable restrictions on indemnities and exemptions under the PGPA Act, the Committee may directly engage any counsel, accountants and/or other experts (External Advisors), at the reasonable expense of Housing Australia provided it does so in accordance with the requirements set out in the Housing Australia Board Charter (substituting “Board” for “Committee” as appropriate).

4.1. The Committee will consist of at least three members each of whom are members of the Board.
4.2. Members shall be appointed by the Board. 
4.3. In accordance with the PGPA Rules, a member must not be: 

(a) an employee of Housing Australia; or
(b) the Chair of the Board, Housing Australia’s Chief Executive Officer or Housing Australia’s Chief Financial Officer. 

4.4. Members must have appropriate qualifications, knowledge, skills or experience to assist the Committee to perform its functions.
4.5. The Chair of the Committee will be appointed by the Board.
4.6. In making appointments, the Board will take into consideration the need for appropriate alternates (for example, to avoid potential conflict of interest or availability issues). 
4.7. Where possible, members designate will attend Committee meetings during a transition period prior to the retirement of the member they will replace.
4.8. Member terms will be for three years, renewable once, and will be staggered to the extent practicable for continuity purposes. 
4.9. Members may resign on giving reasonable notice in writing to the Committee Chair.
4.10. The Committee will make recommendations to the Board regarding succession planning for the Committee.
4.11. The Committee Chair may invite management personnel (including internal auditors), external advisors, consultants and external auditors to attend Committee meetings to assist with deliberations, but invitees may not exercise a vote. 
4.12. Other Board members may attend the Committee meetings as observers upon first notifying the Chair or Committee Secretary but are not entitled to vote. 
4.13. The Secretary of the Committee shall be the Board Secretary, or such other person as nominated by the Committee Chair.

5.1. Members will provide annual written declarations, through the Committee Chair, to the Board declaring any conflicts of interest they may have in relation to their responsibilities. 
5.2. Further details of the procedures to manage Committee members’ conflicts are set out in the ‘Board and Committee Members Disclosure of Interest Policy’.

6.1. The Committee will meet before Board meetings at least three times each year and at any other time considered necessary;
6.2. A quorum for the Committee shall consist of a majority of the members; 
6.3. The Chair presides over Committee meetings and shall endeavour to ensure that: 

(a) the members have the opportunity to explore ideas, air differences and generate the collective insights necessary for the effective operation of the Committee;
(b) meetings are conducted competently and ethically.

6.4. If the Chair is absent or unable to attend, the members shall elect another person to act as chair for that meeting; and
6.5. Meetings of the Committee may be held either in person or via digital technology; 
6.6. The Chair may, subject to this Charter, regulate proceedings at meetings as the Chair considers appropriate;  
6.7. The Chair will approve the agenda for the Committee’s meetings, and any member may suggest items for consideration. Briefing materials will be provided to the Committee as far in advance of meetings as practicable (and in any event at least 5 Business Days in advance or such shorter period as may be agreed by the Committee Chair); and
6.8. Minutes of each meeting shall be: 

(a) prepared and circulated by the Committee Secretary to the Chair within three business days and to all Committee members within ten (10) days; and 
(b) approved at the next meeting. 

7.1. The Committee may make decisions without meeting by way of circular resolution provided that: 

(a) all Committee members receive notice of the proposed decision including relevant information, or reasonable efforts were made to provide such notice and information to all Committee members; and 
(b) a simple majority of Committee members indicate agreement with the decision either in writing (including by email), by voting in any electronic system normally used for Committee materials or by telephone to the Chair and/or Board Secretary, who will promptly record such agreement in writing, including details of the time and date of the telephone call. 

7.2. A Committee member will not be entitled to vote on a decision by way of circular resolution if that Committee member would not have been entitled to vote had that decision been considered in a meeting. 
7.3. The Committee must keep a record of decisions made without a meeting. 

8.1. The Chair will report on the Committee’s findings, recommendations and oversight functions to the Board at the next Board meeting;

8.2. The Committee will:

(a) make Committee papers available to all Board members; 
(b) circulate the minutes of all Committee meetings to Board members; and
(c) provide such other reporting as the Board may require.

8.3. Relevant extracts of minutes will be provided to Housing Australia’s internal and external auditors as appropriate. 

9.1. The Committee will evaluate its own performance in meeting the obligations in this Charter annually or as often as it or the Board considers appropriate. The Chair shall report the outcomes of the self-assessment to the Board; and 
9.2. This Charter shall be reviewed at least annually, and any major amendments will be recommended to the Board for approval. The Committee may approve administrative amendments.