Finance and Audit Committee Main Role of Finance Committee: Responsibility for the financial decisions of the organisation.
1. Reviewing and making recommendations on the financial plan of the organisation; 2. Monitoring the organisation’s financial condition; 3. Monitoring the bank’s liquidity requirements; 4. Reviewing and making recommendations on capital expenditure programs; 5. Making recommendations on financial structure and additional financing to be undertaken; Elements of Financial Planning Careful analysis of bank’s present position and performance; Predicting key variables; • Level of Deposits or other kind of major funding • Level of bank loans or significant asset categories • Adequacy of bank staff; target spread to be earned on employed assets; expansion of branch network Determining capital adequacy; Using variables to develop overall financial projections; Determining whether projections are consistent with plans and policies; Examining the sensitivity of overall results to changes in key variables. Audit Committee Selecting and recommending auditors to the board and or shareholders; Determining scope of audit; Reviewing audit results; Reviewing accounting procedures.
Broad Areas of Concern for The Finance/HRD Committee
HRD Related - staffing strategies, staff development and training, performance management.
Finance - budgetary control, audit (internal and external), internal control and compliance. Reporting Authority
The Committee reports to the Club's Management Committee. Membership
The HRD and Finance Committee shall consist of:
President (Club Management Committee) General Manager Treasurer (Club Management Committee) Financial Controller Accountant ex officio members
The Committee’s chair will be the Treasurer.
A quorum shall comprise four members (including ex officio members) of the HRD and Finance Committee. Term of Office
The objectives, structure and adequacy of the Committee will be reviewed on an annual basis by the Management Committee.
All members, if eligible, may be reappointed for another term. Meetings
The Committee will meet as necessary but at least once per month to be chaired by the Treasurer.
Terms of Reference
Ø To oversight the implementation of an effective Staffing Strategy Ø To develop and monitor a Performance Management Scheme Ø To develop and monitor a Staff Development and Training Policy
Ø To review and advise on all financial matters (Accounting Policy, Budgeting, Taxation, Investments, Capital Expenditure, etc) Ø To develop implement and monitor an internal control program Ø To coordinate the auditing program (internal and external) Ø To develop an effective compliance program
consulting with the President on the company's annual budget process;
reviewing and making recommendations on the annual budget submitted by the President; and
developing and recommending long-range financial objectives for the company.
Charter for the Finance Committee
The Finance Committee of the company is responsible for consulting with the President on the annual budget process of the corporation; for reviewing and making recommendations on the annual budget submitted by the President; and for developing and recommending long range financial objectives.
II. Membership of Finance Committee
The Finance Committee shall be comprised of three or more Management Committee members as determined and appointed annually by the Management Committee.
III. Scope of Finance Committee Work
In accomplishing its assigned responsibilities, the Finance Committee will undertake the following listed duties and such other matters within its responsibilities as may warrant its attention.
(1) Assist the President carrying out his or her responsibilities with respect to preparation and presentation of the annual budget to the Board, including, where pertinent, the setting of fees and charges.
(2) In consultation with the President, establish such budget tracking and reporting standards as are appropriate to the needs of the committee and the Management Committee.
(3) Review the annual budget and make specific recommendations to the Board on its adoption, including where desirable, comments on expense levels, revenue structures, fees and charges, adequacy of proposed funding levels of programs, and adequacy of provision for reserves.
(5) Undertake a review, at least annually, of the long-range financial objectives of the company and their ability to sustain the corporation and the accomplishment of its stated mission and programs. Report to the Management Committee annually on such objectives, including recommendations for revision as appropriate.
Members of the Committee.
The members of the Finance Committee are typically the Financial Controller, Treasury Manager, President/CEO, the COO and other invited managers.
To establish a financial framework by which the fiscal affairs of XYZ Ltd. are guided by developing and maintaining a budget process and balances the allocation of resources to meet those needs based on the priorities set by the Board of Directors through the annual planning process and to develop such policies as necessary to guide the fiscal affairs of the Company.
The Committee shall consist of at least (number agreed on by management and ratified by board), but no more than ((number agreed on by management and ratified by board) members appointed by the President. The Manager of Finance, Accounting and Administration or the CEO shall serve as Chairman and shall direct the activities of the committee in meeting its purposes.
Scope of Work/Ongoing Goals
Develop an annual budget that makes best use of the resources available to meet the needs of the members and the company as reflected in the periodic strategic plan adopted by the Board of Directors.
Monitor budget performance and recommend changes or revisions as may be necessary to assure continued focus on priority activities.
Develop recommended policies to guide fiscal affairs to assure the safe, prudent and appropriate use of company resources.
The Budget Committee may make budget decisions and approve over-expenditures.
Guidelines and Policies
The Chairman shall submit written status reports for all meetings of the Board of Directors.
The Committee shall meet as required live or by conference call not less than quarterly.
The main function of the Audit Committee is to oversee XYZ Ltd’s accounting and financial reporting processes, internal systems of control, independent auditor relationships and audits of XYZ Ltd’s consolidated financial statements.
The Audit Committee is also responsible for carrying out the appointment of XYZ Ltd’s independent auditors and any change in that appointment, and for ensuring the auditors' independence.
Appointment and Membership Requirements The Audit Committee shall be made up of at least three (X) independent members appointed by the Board of Directors. The Board of Directors decides the Audit Committee's exact number and can at any time remove or replace a Committee member.
At least o(x) member of the Audit Committee must have past employment experience in finance or accounting, or comparable experience or background which results in financial sophistication. Having been a CEO, CFO or other senior officer with financial oversight, responsibilities, for instance, would qualify.
Each member of the Audit Committee must be able to read and understand fundamental financial statements, including XYZ Ltd's balance sheet, income statement and cash flow statement.
The following list includes the Audit Committee's main recurring processes in carrying out its responsibilities. This list is intended as a guide, with the understanding that the Audit Committee can supplement it as appropriate.
1) Hiring and Selection of Auditors. The Audit Committee will directly appoint, retain and compensate XYZ Ltd's independent auditors. These independent auditors will report directly to, and be responsible to, the Audit Committee.
2) Approval of Audit and Non-Audit Services. The Audit Committee will decide what services will be performed by the independent auditors and approve in advance all the services they provide.
3) Auditor Independence
The Audit Committee is responsible for making sure it reviews at least annually a formal written statement explaining all relationships between the outside auditors and XYZ Ltd. and its subsidiaries, consistent with the regulatory standard.
The Audit Committee will maintain an active dialogue with the independent auditors, covering any disclosed relationships or services that may impact their objectivity and independence.
The Audit Committee will review the independent auditors' peer review, which is conducted every (X number of years).
The Audit Committee will review all proposed hires by XYZ Ltd. or its subsidiaries of individuals formerly employed by the independent auditors.
The Audit Committee will take, or recommend to the Board of Directors that it take, appropriate actions to oversee the independence of XYZ Ltd's outside auditors.
4) Oversight of Auditors Audit Plan.
The Audit Committee will be responsible for oversight of the auditors' work and XYZ Ltd's relationship with its independent auditors.
The Audit Committee will discuss with the independent auditors the overall scope and plans for their audits and other financial reviews, including the adequacy of staffing, compensation and resources.
The Audit Committee will be responsible for reviewing and resolving any disagreements between XYZ Ltd's management and the independent auditors regarding financial controls or financial reporting.
5) Internal Controls and Risk Assessment.
The Audit Committee will discuss with management and the independent auditors the design, implementation, adequacy and effectiveness of XYZ Ltd's internal controls, including XYZ Ltd's system to monitor and manage business risk, legal and ethical compliance programs and financial reporting.
The Audit Committee also will meet separately with the independent auditors, with and without management present, to discuss the results of their examinations.
The Audit Committee will provide oversight over the system of internal controls, relying upon management's and the independent auditors' representations and assessments of, and recommendations regarding, the controls.
6) Quarterly and Annual Financial Statements. The Audit Committee will review and discuss the annual audited financial statements and quarterly financial statements with management and the independent auditors’.
9) Critical Accounting Policies. The Audit Committee will obtain, review and discuss reports from the independent auditors about:
all critical accounting policies and practices which XYZ Ltd. will use, and the qualities of those policies and practices;
all alternative treatments of financial information within generally accepted accounting principles that the auditors have discussed with management officials of XYZ Ltd, ramifications of the use of these alternative disclosures and treatments, the treatment preferred by the independent auditors and the reasons for favoring that treatment; and
other material written communications between the independent auditors and XYZ Ltd management, such as any management letter or schedule of unadjusted differences.
10) The Audit Committee will also discuss with the independent auditors and then disclose to management any difficulties the independent auditors encountered in the course of the audit work, any restrictions on the scope of the independent auditors' activities or on their access to requested information, and any significant disagreements with management.
11) Related Party Transactions. The Audit Committee will review and approve all related party transactions.
12) Anonymous Complaint Handling Process. The Audit Committee will have responsibility for establishment and oversight of processes and procedures for
(a) the receipt, retention and treatment of complaints about accounting, internal accounting controls or audit matters and
(b) confidential and anonymous submissions by employees concerning questionable accounting, auditing and internal control matters. All such relevant complaints and submissions must be reported to the Audit Committee.
13) Ability to Investigate. The Audit Committee has the power to investigate any matter brought to its attention, with full access to all XYZ Ltd books, records, facilities and employees.
14) Review of Charter. The Audit Committee will review and reassess the adequacy of this charter at least once a year. Every year, the Audit Committee will submit this charter for approval by the Board of Directors.
Restrictions on Independent Auditors Services
XYZ Ltd's independent auditors cannot perform any of the following services for XYZ Ttd.:
bookkeeping or other services related to XYZ Ltd's accounting records or financial statements;
financial information systems design and implementation;
appraisal or valuation services, fairness opinions or contribution-in-kind reports;
internal audit outsourcing services;
management or human resources functions;
broker or dealer, investment adviser or investment banking services;
legal services and expert services unrelated to the audit.
The Board of Directors determines the amount of any fees, if any, that Audit Committee members receive for their services. These fees can include retainers or per meeting fees.
Audit Committee members cannot receive any compensation from ZYZ Ltd. except the fees they receive for their services as members of the Board of Directors or any committee of the Board of Directors, and except for reimbursement of their expenses.
Meetings and Minutes
The Audit Committee will meet at least (X) times each year, and will keep minutes of each meeting. The Audit Committee decides when and where it will meet, and must deliver a copy of this schedule in advance to the Board of Directors.
Delegation of Authority: Chair of Audit Committee
The Audit Committee can appoint a chair of the committee, and can change its decision regarding who will be chair at any time.
The Audit Committee cannot delegate its responsibilities to non-committee members.
A. Improve Food Safety/Quality of Poultry and Poultry Products
To minimize the level of food borne pathogens in the live poultry supplies and end products.
To develop new and innovative intervention strategies that provide a level of control in potentially contaminated flocks (e.g. acceptable treatment/elimination in infected flocks)
To investigate the epidemiology of transmission of food borne contaminants (pathogens and residues) and conduct quantitative risk assessment with respect to food safety at each level of production chain
To continue development of methodologies for detection, control, and reduction of drug residues and other possible contaminants in poultry and poultry products and determine maximum acceptable residue limits.
Improve Human Health and reduce health costs as a result of lower risk of food borne pathogens and contaminants in poultry products. ( reduced food-borne illness and requirement for treatment, greater productivity)
Improve shelf life of poultry products.
Enhance consumer confidence that is vital for the future competitiveness of the poultry industry.
B. Enhancing Product Composition in relation to Human Health
To develop innovative poultry products with enhanced nutritive value using novel feeding regimes, management or genetic engineering products (GEP).
To investigate the link between live bird production techniques and end product qualities.
To investigate the bio-manufacturing of novel products that will ultimately enhance human health/ well being.
Improve market diversification and new product development.
Improve consumer confidence with respect to value added nutritious poultry products.
Improve human health due to consumption of value added products.
Provide natural source, biological manufacturing with possibilities for cost savings and potentially open new sources of funding for poultry research.
C. Improve Poultry Health and Diagnostics (Reduce Infectious/ Metabolic Diseases)
To research pathogenesis of those diseases of prime economic importance to the poultry industry, whether infectious or metabolic in origin, and investigate techniques for the prevention and control (e.g. vaccination), new intervention technologies, and management practices.
To develop practical science based bio-security strategies at farm level.
To improve the diagnostic technologies and surveillance abilities in order to provide specific accurate diagnostic services in a timely manner.
To better understand bird's immunology, physiology and genetic resistance and to use this knowledge to improve bird's health and their ability to resist endemic and new emerging diseases
Improve livability and general poultry health and welfare without losing productivity. This includes improved economic return and reduced disposal requirements while addressing increased consumer expectations.
Reduce drug usage through new alternative management and vaccination strategies
Improve end product quality to consumers
Improve export potential due to improved competitive edge and named disease control.
D. Development of New alternatives to antibiotics in Poultry Medicine and Management
To develop strategies and technologies that will effectively reduce or replace the need for antimicrobials in treatment and prevention of diseases of concern.
To investigate the real efficacy and practicality of alternatives to antibiotics such as application of nutraceuticals/ probiotics, prebiotics and organic acids.
To study the genetic resistance of birds to significant infectious and metabolic diseases such as necrotic enteritis
To introduce new vaccines that may increase bird's resistance to infectious diseases (e.g. necrotic enteritis, colibacillosis)
To introduce new management techniques as an alternative to antibiotics
To investigate antimicrobial use in poultry as it relates to antibiotic resistance in the environment and food products.
Reduce the risk of establishment of antibiotic resistance in animal and human population.
Reduce antimicrobial residues in the end product through judicial use of antibiotics in poultry medicine and husbandry.
Enhance environmental friendliness of poultry production through reducing risk of antimicrobial residues in waste products and manure.
Maintain or increase the efficiency of poultry production and increased livability of poultry flocks.
Meet new consumer expectations with respect to residues and drug free products
E. Enhance Poultry Welfare in all areas of Production
To develop scientific methods to objectively measure and evaluate the effect of management practices on poultry welfare.
To assess the impact of current management practices, including in-barn design, husbandry, handling, catching, live haul transportation and processing with respect to commercial poultry welfare issue.
To develop and investigate alternative methods of housing, handling and transportation to provide science based measurable improvement in living conditions, bird welfare and carcass quality without losing productivity or harming the environment
Meeting new purchaser and consumer expectations and enhancing their confidence
Improve poultry welfare by more adequately meeting live bird needs while maintaining or increasing the productivity.
Improve food safety due to lower stress shedding of food borne pathogens.
Improve end product quality in terms of improved shelf life, aesthetics, and meat salvage.
Provide factual scientific data on needs of poultry for use in education and communication to improve current systems and to respond adequately to critics.
F. Enhance on farm and in barn environments to enhance the health and welfare of both Po ultry and humans.
To develop technology to reduce any negative impact of poultry production on the environment through manure or other by- product (e.g. composted mortality/offal) disposal by accurate measurement of composition, reducing or balancing nutrient content, reducing volume, improved handling techniques to produce a more amenable end product and to better determine land application rates.
To investigate and determine feed nutrient values, digestibility and efficiencies for modern poultry strains to improve feed formulation ability and better predict manure composition.
To develop technology to improve the in-barn environment through reduction of in barn pollutants such as ammonia/dust/excessive moisture to improve poultry health and welfare in their living environment
To assess and quantify the environmental and ergonomic effects of poultry housing and handling on the health and welfare of poultry workers.
Minimize and manage potential for environmental pollution.
Better working conditions and reduced health cost for farm workers
Improve flock productivity through reduction of stressful environmental conditions.
Reduction of health problems in poultry flocks and less drug usage
Improve food safety due to better carcass quality and less environmental stress conditions.
Meet consumer demands with respect to food safety, environmental and animal welfare issues
G. New product development in the field of Bio-products (non-traditional/ non food)
To improve methods of disposing or diverting waste by developing new bio-products or energy production from poultry origin by-products or waste materials. (e.g. manure, mortality, offal, egg shell, waste water, etc.)
To investigate recycling potentials and technologies that are safe, effective and could provide additional income stream or base for new industry.
Reduce waste disposal problems and minimize negative impact of animal waste on environmental health or bio-security concerns.
Utilize renewable energy source to reduce dependence of fossil fuels.
Generate New Market/uses
Generate new jobs and products
5. REPORTING TO THE BOARD The Chair shall report to the Board on material matters arising at Risk Management Committee meetings and, where applicable, shall present the Risk Management Committee's recommendations to the Board for its approval.
The primary function of the Risk Management and Compliance Committee is to assist the Board of Directors in fulfilling its responsibilities in relation to the identification, measurement, monitoring and controlling of ABC's principal risk and compliance matters.
Composition - The Risk Management and Compliance Committee shall consist of not less than three or more than eight members of the Board. At the invitation of the Risk Management and Compliance Committee, members of ABC's senior management and others may attend Risk Management Committee meetings as the Risk Management Committee considers necessary or desirable.
Chair – The Risk management and Compliance Committee is chaired by the Compliance Manager or the CEO presiding over all Risk Management Committee meetings, coordinate the Risk Management Committee's compliance with this mandate, work with management to develop the Risk Management Committee's annual work-plan and provide reports of the Risk Management Committee to the Board. The Chair may vote on any matter requiring a vote and shall provide a second vote in the case of a tie vote.
Meetings - The members of the Risk Management Committee shall hold meetings as are required to carry out this mandate. The Chair or designate may call meeting as required ensure at least 4 meetings for the year. The Chair shall preside over all Risk Management Committee meetings, and in the absence of the Chair, the Risk Management Committee members present may appoint a chair from their number for a meeting.
Notices of Meetings - Notices of Risk Management Committee meetings may be provided by: prepaid mail, personal delivery, facsimile, electronic-mail or telephone, provided that the method of notification chosen shall be capable of being received by members of the Risk Management Committee at least 24 hours before a Risk Management Committee meeting at the member's contact information last recorded with the Corporate Secretary. Any member of the Risk Management Committee may in any manner waive notice of a Risk Management Committee meeting and attendance at a Risk Management Committee meeting is waiver of notice of the meeting, except where a member attends for the express purpose of objecting to the transaction of any business on the ground that the meeting is not properly called.
Secretary and Minutes - Any person the Risk Management Committee requests, shall act as secretary at Risk Management Committee meetings. Minutes of Risk Management Committee meetings shall be recorded and maintained by the Secretary and subsequently presented to the Risk Management Committee for approval.
Quorum - A majority of the members of the Risk Management Committee shall constitute a quorum. If a quorum cannot be obtained for a Risk Management Committee meeting, members of the Board who would qualify as members of the Risk Management Committee may, at the request of the Chair or the Chairman of the Board, serve as members of the Risk Management Committee for that meeting.
Access to Management and Outside Advisers - The Risk Management Committee shall have unrestricted access to management, employees outside advisors of ABC Ltd.
4. ACCOUNTABILITIES AND RESPONSIBILITIES
The Risk Management Committee shall have the accountabilities and responsibilities set out below as well as any other matters that are specifically delegated to the Risk Management Committee by the Board.
The Executive Management Committee carries out the executive management of the company. It controls and manages the affairs ofABC LTDand has the power to perform all such acts and do all such things as appear to the Management Committee to be necessary or desirable for proper management... Taking its lead from the Board, where the Company's strategic aims, values and standards are set, it is responsible for the following:
The development and recommendation of strategic plans for consideration by the Board that reflect the longer-term objectives and priorities established by the Board.
Implementing strategies and policies of the Group as determined by the Board;
Monitoring operating and financial results against plans and budgets;
Monitoring the quality of the investment process against objectives;
Prioritizing the allocation of capital and technical and human resources;
Monitoring the composition and terms of reference of divisional management committees;
Developing and implementing risk management systems.
In carrying out its role and performing the functions and responsibilities, the Executive Management Committee shall act in accordance with the directions and requirements as may from time to time be laid down by the Board.
The Executive Management Committee consists of not less than four persons. It will also consist of three permanent members to include the Chief Executive Officer, the Finance Accounting and Administration Manager, and The Technical Division Manager. There is no maximum number of members of the Executive Management Committee.
The Chief Executive Officer is the Chairman of the Executive Management Committee.
The Chief Executive Officer may appoint another member of the Executive Management Committee to act as Chairman of the Executive Management Committee in his/her absence.
AUTHORITY AND RESPONSIBILITY
The matters currently required to be referred to the Executive Management Committee are as follows:
The acquisition or disposal of assets for a value exceeding $$$$
Approving the annual operating and capital expenditure budget (as submitted and approved by divisional management committees).
Revisions to the operating budget based on updated financial forecasts.
Approval of Cumulative new capital expenditure commitments over amount approved in budget.
Approval of all long-term liabilities or any contract with a potential liability over $$$ thousand, whether covering expenditures in one year or over a multiple year period.
(i) A lower threshold of $$$ thousand applies in relation to contracts with outside consultants.
(ii) A listing of such contracts with outside consultants will be provided to the Executive Management Committee on a quarterly basis listing consultant's name, duration and descriptions of the contract and total estimated contract value.
(iii) Guarantees and liens in excess of $$$$ should be submitted to the Executive Management Committee accompanied by the prior approval of the Chief Financial Officer of the Company.
Approval of incurring borrowings exceeding $$$.
Prosecution, defense or settlement of litigation, arbitration or dispute resolution involving sums in excess of $$$$ thousand with the approval and recommendation of the General Counsel.
Recommendations for compensation/incentive schemes and allocations to bonus pools.
Recommendations for new employee benefit plan or amendments to existing plans.
Approval of all changes in company compliance policies or procedures.
Formulation of policy regarding charitable donations and political donations.
Formulation of policy regarding health, safety and environmental standards.
Meetings of the Executive Management Committee will be held at such time and at such venue as the Chief Executive Officer deems appropriate and in any case not less than twelve times a year.
The quorum for decisions of the Executive Management Committee shall be any three permanent members present and voting on the matter for decision in person, by video or teleconference, one of whom must be the Chief Executive Officer or his duly appointed alternate.
Meetings and proceedings of the Executive Management Committee will be governed by the Company's Articles of Association regulating the meetings and proceedings of Directors, as may be amended or supplemented by the Board.
Except under exceptional circumstances, at least 24 hours' notice will be given of a meeting of the Executive Management Committee. Such notice will, where possible, include the agenda and any supporting papers. Minutes of meetings shall be taken by the secretary to the Executive Management Committee and will be circulated to all members of the Executive Management Committee and the Board.
It shall be the responsibility of the Executive Management Committee, collectively, to report to and meet with the Board on a regular basis to keep the Board informed of its activities.
The Executive Management Committee is authorized to form sub-committees to assist it in the execution of its duties.