The board established the Audit and Risk Committee on 15 March 2013.
The committee is chaired by a non-executive director and comprises a majority of independent non-executive directors. Membership of the committee is based on directors’ qualifications, skills and experience. The committee is governed by a charter detailing the committee’s role, membership requirements and duties.
The committee charter is reviewed periodically.
Effective from 7 May 2016, the board resolved to deal with all business as a whole, apart from the Audit and Risk Committee.
Audit and risk committee
In accordance with the requirements of the GBE Guidelines, the Audit and Risk Committee consists of four members, each being an independent non-executive director. The Chair of the committee, Mr Andrew Harrison, is an independent non-executive director appointed by the board and is not the Chair of the board.
The role of the committee is to assist the board in satisfying itself that MIC and its subsidiaries are complying with the financial management and reporting obligations imposed by the PGPA Act, the Public Governance and Accountability Rule 2014, the GBE Guidelines and the Corporations Act 2001, and provides a forum for communication between the board, MIC management, and MIC’s internal and external auditors.
The committee supervises the preparation of periodic financial statements of MIC and its subsidiaries to ensure compliance with financial reporting requirements. It also monitors and reviews the: effective management of financial risks; application of up-to-date accounting policies; development and maintenance of effective and efficient internal and external audit processes; maintenance of auditor independence; and compliance with applicable laws and regulations. During the reporting period, the committee met separately with MIC’s external auditors.
Membership of the committee, the number of meetings during the period 1 July 2018 to 30 June 2019 and the number of meetings attended is set out in the Directors’ Report.
The Remuneration Tribunal determines the remuneration and travel allowances payable to non-executive directors. Full details of directors’ remuneration are included in the Financial Statements.
Senior executive renumeration
The Remuneration Tribunal also determines the remuneration of the CEO, although the board has some discretion within limits set by the tribunal. The remuneration of the other senior executives is set by the CEO and the board following an annual market benchmarking exercise. Full details of senior executives’ remuneration are included in the Financial Statements.
In accordance with GBE Guidelines, MIC has adopted a senior executive succession plan to manage the absence of key management personnel, whether short-term, long-term or permanent, and whether planned or unplanned.