Audit and Risk Committee Charter

Purpose

This Charter applies to the Skills Insight Jobs and Skills Council Audit and Risk Committee as required under the Constitution of Skills Insight, as outlined in Clause 46 of the Skills Insight Constitution. This Charter will be considered a Regulation made by the Board under Clause 47 of the Skills Insight Constitution. The Audit and Risk Committee has delegated authority from the Skills Insight Board to oversee matters relating to the Committee’s Charter.

This policy has been established on the foundation of Skills Insight values, behaviours and strategies and all actions must be consistent with them. In the event of any conflict between this policy and the values, behaviours and strategies of Skills Insight, we request that you promptly notify the CEO for resolution.

Establishment

The Skills Insight Audit & Risk Committee is established as a standing sub-committee of the Skills Insight Board of Directors.

Terms of Reference

This committee has the Board’s authority to do all things necessary to assist the Board to discharge its responsibility in respect of:

ensuring that Skills Insight adopts, maintains and applies appropriate accounting and financial reporting processes and procedures
facilitating the independence of the external audit process and addressing issues arising from the audit process
ensuring that Skills Insight maintains effective risk management and internal control systems
undertaking and completing any required investigations, and reporting matters to relevant authorities for further investigation and action if required.

Membership and Structure of the Audit and Risk Committee

The Skills Insight Constitution Clause 46.4 requires that:

the members of the Audit and Risk Committee must be independent directors; and
the Chair of the Audit and Risk Committee must be an independent director.

The Committee, with the approval of the Chair of the Skills Insight Board may be assisted by external persons with appropriate qualifications to assist them in line with current principles of good governance. These external persons will not be members of the Committee.

The Chair of the Committee cannot be the person who is Chair of the Board.

All members of the Audit & Risk Committee are appointed by the Board.

Regular Review of Committee Membership

The composition of the Committee will be subject to regular review to ensure they remain effective and diverse. Membership evaluation will be conducted annually.

Required Skills and Expertise

Committee members are expected to possess a diverse set of skills, knowledge, and expertise relevant to the committee’s purpose and objectives. These skills may include but are not limited to, industry knowledge, financial expertise, legal acumen, leadership experience and strategic thinking. Members should demonstrate a commitment to the organisation’s values.

Meetings

The CEO will attend all meetings and ensure that minutes of committee meetings and reports to the Board are prepared, but will not be a member of the Committee.

The Chair of the Board, if not a member of the Committee, will be invited to attend meetings and the Committee may invite any other person it wishes to attend. No other person will be entitled to attend Committee meetings or receive Committee papers and reports except with the approval of the Committee.

The Committee will meet four times per year on dates/times it agrees in advance, unless otherwise decided by the Committee or the Board. A quorum for the meeting is 2 members.

JSC Code of Conduct Definition

The JSC program requires all participants in the program to follow a Code of Conduct

The purpose of the Code of Conduct is to set clear expectations in relation to the behaviour and decision-making of Jobs and Skills Councils and their directors, advisory committee members, employees, contractors, subcontractors and agents. It is expected that Jobs and Skills Councils will work to instill a culture of integrity through their promotion of a professional and respectful workplace, active guidance and supervision of staff, and implementation of fair and transparent professional standards and best practice stakeholder engagement, governance and reporting.

2.2 The Department expects:

(a) high standards of honesty, integrity, probity, diligence, fairness and ethics of the Jobs and skills councils and their directors ,advisory committee members, employees, contractors, subcontractors and agents; and

(b)that Jobs and Skills Councils and their directors, advisory committee members, employees, contractors, subcontractors and agents will comply with the spirit, as well as the letter, of the Code of Conduct

2.3 Jobs and Skills Councils are to be aware that:

(a)compliance with the Code of Conduct is a binding obligation under the grant funding agreements for the Jobs and Skills Councils Program (Grant Agreements)

The Audit and Risk Committee, will, where necessary provide advice and recommendations to the board with regards to the JSC Code of Conduct.