We at Management Resource Solutions have the highest respect for our clients, shareholders, and the communities in which we work, and we are grateful for their contribution to our success.
MRS is committed to providing a safe and healthy work environment for employees, subcontractors, customers and visitors. This commitment extends to ensuring our operations do not place the local community at risk.
Management Resource Solutions is committed to providing a safe and healthy work environment for employees, subcontractors, customers and visitors. This commitment extends to ensuring our operations do not place the local community at risk.
Audit & Risk Committee
The main objectives of the Audit and Risk Committee include the following: + Read More– Less
1. Assisting the Board of Directors to discharge its responsibility to exercise due care, diligence and skill in relation to the following aspects of MRS:
- reporting of financial information to users of financial reports;
- accounting policies;
- financial management;
- internal control systems;
- business policies and practices;
- protection of the assets of MRS;
- compliance with applicable laws, regulations, standards and best practice guidelines; and
- monitoring and controlling of risks, (including business, community and environmental risks).
2. Improving the credibility and objectivity of the accountability process (including financial reporting).
3. Providing a formal forum for communication between the Board of Directors and senior financial managers of MRS
4. Improving the efficiency of the board of directors by delegating tasks to the committee and thus allowing more time for issues to be discussed in sufficient depth.
5. Improving the effectiveness of the internal and external audit functions and being the forum for improving communication between the Board of Directors and the internal and external auditors.
6. Facilitating the maintenance of the independence of the external auditor.
7. Providing a structured reporting line for internal audit and facilitating the maintenance of the objectivity of the internal auditor.
8. Improving the quality of internal and external reporting of financial and nonfinancial information.
9. Improving the correlation between related financial and non-financial information and reports
The specific responsibilities of the Audit and Risk Committee encompass: + Read More– Less
Considering the appropriateness of MRS’s accounting policies and principles that they are in accordance with the stated financial reporting framework
Assessing significant estimates and judgements in financial reports by enquiring of management about the process used in making material estimates and judgements and then enquiring of the internal and external auditors the basis for their conclusions on the reasonableness of management’s estimates.
Reviewing reports of compliance with applicable local laws.
Assessing information from internal and external auditors which affects the quality of financial reports.
Asking the auditor for an independent judgement about the appropriateness, not just the acceptability, of the accounting principles used and the clarity of the financial disclosure practices used or proposed to be used by MRS as put forward by management.
Reviewing reports of compliance with laws, regulations and other requirements relating to the external reporting by MRS of non-financial information.
Reviewing documents and reports to regulators and make recommendations to the board on their approval or amendment.
Reviewing the external auditor’s independence based on the external auditor’s relationships and services with MRS and others.
Assessing the management of non-financial information in documents (both public and internal) to ensure the information does not conflict inappropriately with the financial statements and other documents and assessing internal control systems covering information releases that have the potential to adversely reflect on MRS’s conduct.
Internal Control and Risk Management
Assessing the internal processes for determining and managing key risk areas, particularly:
- litigation and claims;
- non-compliance with laws, regulations, standards and best practice guidelines, including environmental, industrial relations, privacy and similar laws;
- important judgements and accounting estimates;
- fraud and theft; and
- business risks other than those that are dealt with by other specific board committees.
Ensuring that MRS has adequate risk management systems and that macro risks to MRS are reported at least annually to the Board.
Addressing the adequacy of MRS’s control structure with management and the internal and external auditors.
Evaluating the process MRS has in place for assessing and continuously improving internal controls, particularly those related to areas of significant risk.
Assessing whether management has controls in place for unusual types of transactions and/or any potential transactions that may carry more than an acceptable degree of risk.
Assessing the adequacy of and compliance with the corporate code of ethical conduct.
Meeting periodically with key management, internal and external auditors and compliance staff to understand and discuss MRS’s control environment.
- Making recommendations to the Board on the appointment, remuneration and monitoring of the effectiveness and independence of the external auditor.
- Reviewing the external auditor’s fee and be satisfied that an effective, comprehensive and complete audit can be conducted for the set fee.
- At the start of each audit, agreeing the terms of the engagement with the external auditor.
- Inviting the external auditor to attend audit committee meetings to, at least, review the audit plan, discuss audit results and consider the implications of the external audit findings for the control environment.
- Together with the external auditor, reviewing the scope of the external audit (particularly the identified risk areas) and any additional agreed-upon procedures on a regular and timely basis.
- Recommending to the Board the extent to which the External Auditor may provide non-audit related services.
- Enquiring of the auditor if there have been any significant disagreements with management irrespective of whether or not they have been resolved.
- Recommending to the Board whether the financial and non-financial statements should be signed based on the committee’s assessment of them.
- Monitoring and critiquing management’s responsiveness to the external auditor’s findings and recommendations.
- Providing the opportunity for the committee members to meet with the external auditors without management personnel being present at least once a year.
- Reviewing the internal auditor’s mission, charter and resourcing (including qualifications, skills, experience, funding and equipment).
- Communicating the committee’s expectations to the internal auditor in writing.
- Reviewing and approving the scope of the internal audit plan and work program.
- Monitoring the progress of the internal audit plan and work program and considering the implications of internal audit findings for the control environment.
- Monitoring and critiqueing management’s responsiveness to internal audit’s findings and recommendations.
- Evaluating the process MRS has in place for monitoring and assessing the effectiveness of the internal auditor.
- Overseeing the co-ordination of the internal auditor with the external auditor.
- Providing the opportunity for committee members to meet with the internal auditors without management personnel being present at least once a year.
The Board will appoint an appropriate person as Chairman of the Audit and Risk Committee. If the Chairman is a member of the Board, it should appoint at least one other member who is independent of the Board. + Read More– Less
The Committee members shall nominate one of their number present to Chair the meeting in the absence of the Chairman.
Three (3) years from the date of appointment subject to annual confirmation by the Board.
The committee should consist of the Chairman and a maximum of three nominated Directors. Other than the Chairman, the Board may appoint one further non Director to the committee.
Representatives of the external auditor and the internal auditor may attend all meetings. Staff members should attend Audit and Risk Committee Meetings as a matter of course or on an ad hoc basis as determined by the Committee.
The Chairman of the Finance and Planning Committee and the Chief Executive Officer may also attend all meetings together with those members of the MRS management team, as deemed appropriate by the Chairman.
Appointments of Directors will be confirmed annually. The term of non Directors shall be three (3) years subject to annual confirmation.
The terms of the members shall be staggered so that no more than two-thirds of the members of the Committee shall be reappointed in any given year. Review Of Committee
The Chairman of the Board and the Committee Chairman shall meet at least once annually to discuss the performance of the committee. The Committee Chairman shall also separately discuss at least once annually with each member of the committee the performance of the committee and individual members. The Board (or at its discretion, the Nominating Committee) may further review the operation of the Committee on an annual basis to ensure its compliance with the terms of this Charter.
The Committee shall meet at least four (4) times annually with such additional meetings as the Chairman shall decide in order to fulfil its duties. The specific dates of the four formal meetings will be determined by the Chairman in consultation with other members of the committee not later than 28 February in each year. Further meeting dates shall be determined by the Chairman.
Meetings may be face-to-face, or via telephone or video conference as considered appropriate by the Chairman.
In addition, the Chairman should consider calling a meeting of the Committee if requested to do so by a committee member, the Chief Executive Officer or the internal or external auditors.
A Quorum shall be three (3) members including the Chairman.
The Committee shall have unlimited access to both the internal and external auditors and to senior management of MRS.
The Committee shall also have the ability to consult independent experts where they consider it necessary to carry out their duties but shall not purport to bind the Company.
The Financial Controller shall have direct access to the Audit and Risk Committee on an as needs basis.
Decisions of the Audit and Risk Committee made in compliance with its delegated power shall be binding on the Board. Decisions and recommendations otherwise made shall not be binding upon the Board however should the Board not agree with the committee to approve the financial statements as presented the Chairman of the Board shall meet with the Committee Chairman to discuss the reasons for the decision.
The Board may determine that the Committee shall have an annual budget approved by Board as part of the budget process of the Company. If a budget is approved by the Board, it shall be administered by the Chairman.
The Committee shall report to the Board at its first meeting following a meeting of the Committee by providing a copy of the Minutes of the last meeting of the Committee (signed by the Chairman) or, in the absence of Minutes, a report of such meeting of the Committee since its last report to the Board or at such other times as the Board shall determine.
The Committee shall have an annual business plan, which shall form part of the overall business plan of the Finance Business Unit of the Company.
Travel and out of pocket expenses will be met in accordance with the applicable Policies of MRS from time to time.
The Committee may with the approval or upon direction of the Board of Directors form sub committees, the membership of which may be from amongst its own membership or such other persons as maybe determined from time to time. Such Sub-committee to be appointed for such period and upon such terms as the Board of Directors may determine.