G4; Risk, Audit and Finance Committee - Terms of Reference
To prescribe the Terms of Reference for the Committee.
The Risk, Audit and Finance Committee has been established to assist and provide advice to the VFF Board to ensure the Board meets its legal and fiduciary duties and functional responsibilities. This includes a robust and effective process for risk and financial management.
3.1 Role – to assist the Board through oversight of VFF statutory and fiduciary risk and financial management and reporting, budgeting, internal financial control systems, external audit and related matters. In considering its responsibilities and making recommendations to the Board, the Committee shall consider the following requirements and guidelines:
3.2 Risk – the Committee has the responsibility to oversee the VFF’s risk management and making recommendations to the Board with respect to;
3.3 Audit – the Committee is formally and legally responsible for oversight of the external auditor, and making recommendations to the Board with respect to:
- Corporations Act, 2001;
- Australian Taxation Office;
- Australian Securities and Investments Commission;
- VFF Constitution;
- Board strategies and policies;
- Accounting standards and practices;
- Organisational procedures;
- Performance of the external auditor and financial reports; and
- Other documents or information as required.
3.4 Finance – the Committee is responsible for oversight of VFF financial management, and making recommendations to the Board with respect to
3.5 Membership – unless determined otherwise by the Board, the Committee comprises a minimum of 3 Directors that are member of the VFF board. The Board Chair is an ex-officio member of the Committee. Board Directors that are not Committee members may attend meetings at their discretion. In the event of a vacancy, the Board may appoint a replacement member out of session by circular resolution if required. The replacement members will be appointed for the remainder of their term and a Board Director.
3.6 Committee Chair – the Board appoints the Committee Chair. The Board Chair shall not chair the Committee. 3.7 Meetings – the Committee shall meet at least 4 times a year, and additionally as necessary to fulfill the functions of the Committee. A quorum for the Committee is the Chair and 2 Committee members. The elements of Policy G2; Board Charter related to the conduct of meetings, Director Ethics, Conflict of Interest or Duty apply to this Committee. Participation in the Committee by Members is voluntary (no sitting fee) and members pay their own business expenses.
3.8 Delegations and decisions – the Committee has unrestricted access to the external auditor and financial advisers appointed by the VFF and may request their attendance for part of the whole of any Committee meeting. The Committee has authority to review all strategies, policies and reports relating to risk or financial management, but has no delegated authority for expenditure or making decisions on the behalf of the VFF Board or Management.
3.9 Reporting – the Committee Chair will report to the Board about the Committee’s deliberations and recommendations at the next Board meeting that follows any meeting of the Committee. When approved by the Committee, meeting minutes will be provided to the Board to note.
5. RELATED POLICY/PROCEDURES
Policy G1; VFF Strategy and Policy Framework Policy G2; VFF Board Charter