The Agostini’s Group


Audit Committee Terms of Reference



The Audit Committee will assist the Board of Directors in fulfilling its oversight responsibilities.  The Audit Committee will review the financial reporting process, the system of internal control and management of financial risks, the audit process and the Group’s process for monitoring compliance with laws and regulations and its own code of business conduct.  In performing its duties the committee will maintain effective working relationships with the board of directors, management, and the internal and external auditors.  To perform its role effectively, the members will obtain an understanding of the detailed responsibilities of committee membership as well as the company’s business operations and risks.


The Audit Committee shall have unrestricted access to company personnel and documents and will be given the resources necessary to discharge its responsibilities.



Frequency of meetings: Quarterly



The Audit Committee shall consist of no less than three (3) Non-Executive Directors.


The Position of Chairman shall be rotated from time to time among the Directors.


The Internal Auditor shall attend all Audit Committee Meetings.


The Group Managing Director and Chief Financial Officer shall attend meetings by invitation and shall not be eligible to vote on any matter.


The External Auditor shall receive notice of every meeting of the Audit Committee and may attend as of right or by invitation.


The Corporate Secretary shall be Secretary to the Committee.


The Audit Committee shall meet quarterly to review the financial statements.


The Audit Committee shall determine the manner, type and frequency of reports it requires from management in order to properly discharge its responsibilities.


The Audit Committee shall table its minutes at Board meetings.




1)    Recommend the form to be employed as external auditors and consult with it and finalise

details with regard to the plan of the audit and the terms of engagement, including audit fees.

2)  Review and approve all financial statements of the Group before such statements are approved by the Board of Directors.

3)  Review in consultation with the external auditors, its report of the audit and the accompanying Group management letter.

4)    Review the Group’s reply with respect to issues highlighted in the management letter.

5)    Review with the Internal Auditor the adequacy of follow-up action taken by Management to address issues noted in the management letter.

6)    Inquire about major accounting policies and policy decisions.

7)  Review significant regulatory, accounting and reporting developments proposed and or introduced by regulatory bodies to determine impact on the Group.

8)    Review all notices, letters and correspondence to Shareholders.

9)    Review and approve the planned internal audit scheduled and summary report on an annual basis.

10)Review corporate policies relating to compliance with laws and regulations.