SUNLAND GROUP LIMITED

CORPORATE GOVERNANCE AND AUDIT COMMITTEE

CHARTER

PRINCIPAL FUNCTION

The primary role of the Corporate Governance and Audit Committee (‘the Committee’) is to assist the board of Sunland Group Limited in:

  • Monitoring corporate risk management, internal control and compliance processes;
  • Monitoring compliance with laws and regulations and code of conduct for the Sunland Group;
  • Monitoring the integrity of the Sunland Group’s statutory financial reports and statements and financial and accounting controls; and
  • Reviewing the achievement of best practice in the implementation of corporate policies and compliance processes.

MEMBERSHIP

  • Minimum membership of three (3) non-executive directors;
  • A majority of the directors must be independent;
  • An independent chairperson, who is not a chairperson of the Board;
  • At least one member of the Committee must have accounting or related financial management expertise;
  • A quorum shall consist of two members. However, the attendance of Sunland’s auditors is required for the quorum to proceed;
  • Representatives from management, external auditors and legal advisors to attend and report to meetings of the Committee as required;
  • Committee appointments and terms of reference are determined by the Board and any changes require the Board approval; and
  • The Committee membership and charter is to be reviewed at least every two (2) years.

Members

Ron Eames(independent non-executive director)Chairman

Terry Jackman(independent non-executive director)

Craig Carracher(independent non-executive director)

Permanent Invitees

Grant Harrison(Company Secretary and Chief Financial Officer)

Scott Springer(Financial Controller)

Ernst and Young(External Auditors)

RESPONSIBILITIES

The responsibilities of the Committee will include the following:

Financial Reporting

  • To review corporate accounting policy changes and financial reporting practices and controls and make recommendations to the Board;
  • To review the half year and annual financial statements before submission to the Board focusing on changes in accounting policies and practices, major judgemental areas, significant adjustments, ASX and legal requirements;
  • To review representation letters from the CEO and CFO; and

External Audit

  • To consider the appointment of company external auditors.
  • To review audit policy, annual audit plans and liaise with external auditors.
  • Review the terms of engagement and fees, including any engagement letter issued at the start of each audit.
  • Consider and review the scope of work, reports and activities of the external auditor including interaction with internal audit.
  • To review, with management and the external auditors, the results of the external audit and any significant issues identified; and
  • Assess the independence of the external auditor based on the information received from the external auditors and management.

Risk Management, Internal Audit and Internal Control

  • To review corporate risk management processes including an ongoing assessment of the adequacy of internal control systems.
  • Review and approve the charter, annual audit plans and activities for the internal audit function.
  • Monitor management’s response to reviews and recommendations of internal audit regarding internal control systems and procedures.
  • Review the adequacy of resources and governance arrangements of the internal audit function.
  • Ratify the engagement and dismissal by management of the internal audit manager.
  • To review governance issues relating to corporate relationships, joint ventures and investment management activities, including review of related party issues as required.
  • To review and recommend company policy in relation to property acquisition and due diligence processes.
  • To monitor and review corporate compliance with statutory obligations.
  • Consider any other matters it considers appropriate or as are referred to it by the Board from time to time.

REPORTING

The Committee will:

  • Prepare an annual schedule of agenda items to be considered throughout the year that will identify the people involved in providing the relevant reports.
  • Report to the Board on its activities at least four (4) times per year, usually via Meeting Minutes at the next Board meeting following a Committee meeting.

The Committee shall consider at each meeting whether any significant matters brought to the attention of the Committee should be reported to the Board.

MEETINGS AND RECORD KEEPING

  • Meetings shall be held at least four (4) times a year with further meetings to be called as required.
  • Meetings are to be held in person, by phone, videoconference or such other technology as agreed to by all members.
  • Any dissenting members shall be entitled to have the opinion of that member recorded in the minutes.
  • The Secretary will take minutes of all meetings held and keep records of all reports and recommendations made by the Committee.
  • A resolution determined on without any meeting of the Committee and evidenced by writing under the hands of all the Committee members shall be as valid and effectual as a resolution duly passed at a meeting of the Committee. Any resolution evidenced in writing may consist of several documents in like form signed by one or more Committee members.

ACCESS

  • The Committee has unrestricted access to all records and staff of the Sunland Group (including internal audit) and the external auditors.
  • The Committee is authorised by the Board to obtain outside legal or other independent professional advice as necessary to assist the Committee.
  • Any suspected frauds or irregularities will be immediately reported by management to the Committee.