Terms of Reference
These Terms of Reference set out the objectives, composition, reporting, administrative arrangements, and review process for the Audit, Risk and Compliance Committee (the Committee).
The Audit, Risk and Compliance Committee is a committee of the Executive Team (ET) under the authority of the Chief Executive (CE).
The Committee provides objective advice and assistance to the ET in fulfilling its corporate governance responsibilities by overseeing and monitoring the organisation’s corporate governance financial reporting, risk and internal control frameworks, its legislative and policy compliance and its internal audit function requirements.
The Committee has no executive powers; it is directly responsible and accountable to the ET for the exercise of its responsibilities.
The Committee is authorised, within the scope of its role, to obtain any information or advice and discuss matters with staff or external parties as considered necessary to meet its responsibilities.
The Committee has risk management, financial management, internal audit and assurance responsibilities:
- Provide an objective view to ET on the effectiveness of the CSIRO risk management framework.
- Discuss and endorse for ET consideration the Operational Risk Profile (ORP) identifying key organisational risks.
- Review and monitor strategic and operational risks and relevant treatment plans on a quarterly basis or more frequently if required.
- Review and monitor the implementation of risk management initiatives such as CSIRO’s processes and systems for capture and investigation of fraud, reporting process for governance incidents and periodic testing of business continuity and disaster recovery arrangements.
- Review the financial performance of business areas and ensure that they are reflective of appropriate accounting standards and principles, contain appropriate disclosures, and that PGPA requirements are consistently applied.
- Assess and review the input and information provided by business areas into the preparation of annual budgets and recommend adjustments as appropriate.
- Review and assess budget bids and new budget bid requests, including from capital investments, priority work, operational efficiencies, and resourcing needs, from business areas and make recommendations to the ET.
- Review and monitor the performance of business areas against budget and recommend adjustments where required.
- Monitor performance against areas identified for improvement in financial management across business areas.
- Review the activities, resources and the operational effectiveness of the internal audit function to carry out its responsibilities and where appropriate make recommendations to the ET.
- Review and endorse the annual internal audit plan for approval by BARC to ensure adequate coverage of CSIROs significant risks, the system of internal control and the efficiency and effectiveness of CSIRO operations.
- Monitor the progress of the internal audit plan. Advise Internal Audit on the scope of the planned work or facilitate any access to required information.
- Review all audit reports and provide advice to the ET on significant issues identified in audit reports and action taken on issues raised, including identification and dissemination of good practice.
- Review any significant findings and recommendations made by internal audit and ensure they are received, considered and responded to by management on a timely basis.
- Monitor follow up action in response to internal audit’s recommendations and management's agreed action plans.
- Review the effectiveness of the systems for monitoring the organisation’s compliance with applicable laws and regulations, associated government policies and internal policies and procedures, including compliance by external parties such as contractors and advisors.
- Review and endorse an annual compliance plan for approval by ET.
- Review whether management has in place fit-for-purpose, relevant policies and procedures and that these are periodically reviewed and updated.
- Determine whether the appropriate processes are in place to assess, at regular intervals, whether policies and procedures are complied with.
- Review whether management has taken steps to embed a culture which is committed to ethical and lawful behaviour.
- Consider and review internal compliance reporting
- Review the findings and recommendations of any examinations conducted by regulatory or other external bodies in relation to compliance or instances of non-compliance and provide advice to the ET on significant issues identified.
- Review the Fraud Control Plan and monitor progress of fraud control actions
- Consider and review updates regarding compliance matters that may have a material impact on CSIROs reputation.
- Consider and review reports from management committees including Science, Enterprise System Improvement, and Capital Management to ensure suitable assurance oversight and to consider potential emerging risks.
The Committee comprises:
- Chief Operating Officer (Co- Chair)
- Chief Scientist (Co-Chair)
- Director HSE
- Director Global
- Director Agriculture and Food
- Director Oceans and Atmosphere
- Research Director BU x2 (Rotational)
The following senior CSIRO officers shall attend Committee meetings in an advisory role. These officers will not be official members but could provide advice and participate in discussion as required:
- Chief Financial Officer
- Director Governance
The Committee will meet six times per year. Extraordinary meetings may be held as required.
All papers to be provided one week in advance to the Secretariat.
Papers are required to be approved by Directors, at a minimum. Those clearing papers may be required to attend to address the committee.
Draft minutes will be approved by one co-chair at minimum.
Approved minutes will be distributed within 10 business days of meeting.
Attendance and quorum
Representatives are welcome if approved by a co-chair in advance of the meeting.
A quorum will comprise a co-chair and a majority of the Committee members (or their representatives).
Governance will provide the Secretariat to the Committee.
Guests and subject matter experts may be invited by a co-chair as meeting guests.
Observers may be invited by a co-chair on a rotational basis as a development opportunity.
The Committee will review its terms of reference annually.
On a quarterly basis, the co-chairs will provide a summary of key issues and recommendations from the Committee on matters within its remit to the ET, where possible immediately following the Committee meeting.
On an annual basis, the Committee will provide an overall assessment to ET of the organisation’s risk, control and compliance framework, including details of any significant emerging risks or legislative changes impacting the organisation.