Audit and Risk Committee: terms of reference
Company: Northfield Foods Ltd
Approved by the board on: 10 October 2030
1. Purpose
To help the board oversee financial reporting, internal controls, risk management and the work of the auditors.
2. Members
At least 3 non-executive directors. The board names the chair. The finance director attends but does not vote.
Quorum: Two members, including the chair or a member named to act as chair.
Secretary: The company secretary.
3. Meetings
At least 4 times a year, before the board meets. The secretary sends the agenda and papers 5 working days before. The external auditor may ask for a meeting at any time.
Members declare any conflict of interest at the start of a meeting and leave the discussion if the chair asks them to.
4. Duties
Review the annual accounts before the board signs them
Review the risk register each quarter
Oversee the internal audit plan
Recommend the external auditor and agree their fee
Review how staff can raise concerns in confidence
5. Powers
May ask any employee for information, take outside advice at the company's cost up to 25,000 a year without further approval, and speak to the auditors without management present.
6. Decisions and recommendations
It decides the internal audit plan. It recommends the accounts, the auditor and risk policy to the board.
7. Reporting
The chair reports at the next board meeting after each committee meeting. Minutes go to all directors. A yearly report is included in the annual report.
8. Review
These terms are reviewed: Every year, and the committee also reviews its own performance each year. Changes are approved by the board.