Audit and Risk Management Committee Charter
Altona Mining Limited ("Company")
1. Composition of the Audit and Risk Management Committee
The Committee is to include at least three members, all of whom are non-executive directors and a majority of which are independent. The Chair of the Committee is to be independent and not the Chair of the Board.
At least one member is to have relevant qualifications and experience.
From time to time, non Committee members may be invited by the Committee to attend meetings of the Committee, if it is considered appropriate, including relevant members of management and the external auditor.
2. Role of the Audit and Risk Management Committee
The role of the Audit and Risk Management Committee is to:
The Committee meets approximately three times per year, or as required. ;
Minutes of all meetings of the Committee are to be kept and the minutes and a report of actions taken or recommended are to be provided to each subsequent meeting of the full Board. Committee meetings will be governed by the same rules, as set out in the Company's Constitution as they apply to the meetings of the Board. However, a quorum for the purposes of a Committee meeting shall be no less than two Committee members.
4. Authority and Resources
The Company is to provide the Committee with sufficient resources to undertake its duties, including provision of educational information on accounting policies and other financial topics relevant to the Company, and such other relevant materials requested by the Committee.
The Committee has rights of access to management and has the authority to meet with and seek explanations and additional information from the Company's external auditors, without management present, when required.
The Committee has the power to conduct or authorise investigations into any matters within the Committee's scope of responsibilities. The Committee has the authority, as it deems necessary or appropriate, to retain independent legal, accounting or other advisors.
5. Reporting to the Board and Shareholders
The Committee is to report to the Board on the following matters:
Annual responsibilities of the Committee are as set out in the Audit and Risk Management Committee Charter – Annual Action Points