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Bradken Limited
Directors' report (continued)
30 June 2013
B. Corporate governance (continued)
Principle 4 - Safeguard integrity in financial reporting
Audit and Risk Committee
Greg Laurie (Chairman)
Phil Arnall
Eileen Doyle
Peter Richards
External auditors
Principle 5 and 6 - Make timely and balanced disclosures and respect the rights of shareholders
Continuous disclosure and shareholder communication
The Board provides shareholders with information using a comprehensive Continuous Disclosure Policy which focuses on
continuous disclosure of any information concerning the Group that a reasonable person would expect to have a material effect
on the price of the Company’s securities. The Company's procedures also include arrangements the company has in place to
promote communication with shareholders and encourage effective participation at general meetings. Full details of the
Continuous Disclosure Policy is available on the Company’s website.
The external auditor is required to attend the annual general meeting and be available to answer shareholder questions about the
conduct of the audit and the preparation and content of the audit report.
An analysis of fees paid to the external auditors, including a break-down of fees for non-audit services, is provided in the
directors' report and in note 26 to the financial statements. It is the policy of the external auditors to provide an annual
declaration of their independence to the Audit and Risk Committee.
The Audit and Risk Committee has authority, within the scope of its responsibilities, to seek any information it requires from any
employee or external party.
Details of these directors attendance at Committee meetings are set out in the directors' report on page 6.
The Audit and Risk Committee meets with the external and internal auditors on a regular basis. It reviews its performance and
effectiveness periodically and reviews its charter and makes recommendations to the Board on its charter annually.
All shareholders can elect to receive a copy of the Group's annual report. In addition the Company seeks to provide
opportunities for shareholders to participate through electronic means. All Company announcements, media briefings, details of
Company meetings and press releases are available on the Company's website. All of the above information is made available
on the Company’s website within one day of public release, and is emailed to all shareholders who lodge their email contact
details with the Company. Information on lodging email addresses with the Company is available on the Company’s website.
The members of the Audit and Risk Committee during the year were:
It is the Board’s responsibility to ensure that an effective internal control framework exists within the Group. This includes
internal controls to deal with both the effectiveness and efficiency of significant business processes, the safeguarding of assets,
the maintenance of proper accounting records and the reliability of financial information.
The Board has an Audit and Risk Committee which operates under a charter approved by the Board. The Board has delegated
overseeing the establishment and maintenance of a framework of internal control, risk management and ethical standards to the
Audit and Risk Committee. The committee also provides the Board with additional assurance regarding the reliability of financial
information for inclusion in the financial reports. All members of the Audit and Risk Committee are non-executive directors. The
charter under which the Audit and Risk Committee operates is available on the Company website.
The Company Secretary has been nominated as the person responsible for communications with the Australian Securities
Exchange (ASX). This role includes responsibility for ensuring compliance with the continuous disclosure requirements in the
ASX Listing Rules.
The Group policy is to appoint external auditors who clearly demonstrate quality and independence. The performance of the
external auditor is reviewed annually and applications for tender of external audit services are requested as deemed appropriate,
taking into consideration assessment of performance, existing value and tender costs. PricewaterhouseCoopers was appointed
as the external auditor in 2005. It is PricewaterhouseCoopers policy to rotate audit engagement partners on listed companies at
least every five years.
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Bradken Limited