Annual Report - AWB Limited

Recommendation 4.3 - Structure the audit committee so that itconsists of:• only non-executive directors• a majority of independent directors• an independent chairperson, who is not chairpersonof the board• at least three members.AWB practiceThe committee’s charter requires that the committee consist onlyof non-executive directors. The committee is to be composed of atleast three members the majority of whom must be independentand must include the Chairman of the Risk Committee. Allmembers of the committee must be financially literate and atleast one member must have financial expertise.All members of the committee are considered financiallyliterate. The Chairman, Mr John Schmoll, has relevant financialqualifications and extensive financial experience. (Refer topages 34–35 for details of the qualifications and experienceof committee members.)The Board has determined that all of the members of the AuditCommittee (including the Chairman) are independent (refer toindependence statement on page 26).Recommendation 4.4 - The audit committee should have aformal charter.AWB practiceCharter and responsibilitiesThe Audit Committee charter is available on the CorporateGovernance section of AWB’s website.The primary responsibilities of the Audit Committee are toreview the integrity of the company’s financial reporting and tooversee the independence of the external auditor. (Review of riskmanagement and internal compliance and control systems is theresponsibility of the Risk Committee.)MeetingsThe Audit Committee met 5 times during the financial year. Referto page 40 for details of the attendance by committee members atthose meetings. The Managing Director, the Chief Financial Officerand the Chief Risk Officer attend each meeting of the committee.The Company Secretary, a representative of internal audit and arepresentative of the external auditor were also present for atleast part of each meeting at the invitation of the committee. Thecommittee meets privately with each of the Chief Financial Officer,the Chief Risk Officer and the internal and the external auditors.A description of the arrangements for the selection andappointment of the external auditor, and for the rotation ofexternal audit engagement partners, is available on the CorporateGovernance section of AWB’s website (www.awb.com.au).Principle 5 - Make timely and balanced disclosureRecommendation 5.1 - Establish written policies and proceduresdesigned to ensure compliance with ASX Listing Rule disclosurerequirements and to ensure accountability at a seniormanagement level for that compliance.AWB practiceAWB’s Continuous Disclosure Guidelines ensure that AWB Limitedmeets its continuous disclosure obligations under the ASX ListingRules and the Corporations Act 2001.The guidelines:• outline the legal and regulatory disclosure requirements thatapply to AWB Limited• give guidance as to the types of information that may requiredisclosure• give practical guidance for dealing with analysts, institutions,the media and other members of the public• establish and document a system for disclosure of materialinformation, and identify the channels for employees to passon potentially market-sensitive information as soon as it comesto hand• allocate responsibility for approving the form of any publicdisclosures and the making of other public statements orcommunications.The Board has delegated to a Continuous Disclosure Committee,comprising the Company Secretary, General Counsel, ChiefFinancial Officer and General Manager, Corporate Affairs,the responsibility for examining potentially market-sensitiveinformation and determining whether the information isrequired to be disclosed.A summary of the Continuous Disclosure Guidelines is availableon the Corporate Governance section of AWB’s website.Commentary on financial resultsThe Board is also committed to ensure that companyannouncements provide a balanced view of operating andfinancial performance. To assist this, the 2008 directors’ reportincludes an Operating and Financial Review commentary whichaids investors in making informed assessments of AWB’s activitiesand results.Principle 6 - Respect the rights of shareholdersRecommendation 6.1 - Design and disclose a communicationsstrategy to promote effective communication with shareholdersand encourage effective participation at general meetings.AWB practiceCommunications and websiteThe Board aims to ensure that AWB Limited’s shareholders areinformed of all major developments affecting the company.www.awb.com.au 29