Risk and Audit Committee Terms of Reference
1. Introduction
The Risk and Audit Committee (“the Committee”) is a standing committee of Infra Fin Advisory (“the Company”) established by the Board of Directors (“the Board”). The Committee assists the Board in fulfilling its oversight responsibilities related to financial reporting, internal controls, risk management, regulatory compliance, and audit functions.
2. Purpose
The primary purpose of the Committee is to ensure:
- The integrity of the Company’s financial statements and reporting processes.
- The effectiveness of internal control systems and risk management frameworks.
- Compliance with legal, regulatory, and corporate governance requirements.
- Oversight of internal and external audit functions.
3. Membership
- The Committee shall consist of at least three (3) independent non-executive directors appointed by the Board.
- The Chairperson shall be an independent director with relevant financial expertise.
- Members shall possess knowledge in finance, risk management, and audit functions.
- The Chief Financial Officer (CFO), Chief Risk Officer (CRO), and other executives may attend meetings by invitation.
4. Authority
The Committee has the authority to:
- Investigate any activity within its scope.
- Access company records, financial statements, and reports.
- Engage external advisors and auditors as necessary.
- Make recommendations to the Board on risk, audit, and financial matters.
5. Responsibilities
5.1 Financial Reporting
- Review financial statements before submission to the Board.
- Assess accounting policies, estimates, and judgments applied.
- Ensure financial reports comply with regulatory standards.
5.2 Risk Management
- Oversee the risk management framework and policies.
- Review risk assessment reports and mitigation strategies.
- Ensure business continuity and crisis management plans are in place.
Internal Controls
- Evaluate the adequacy of internal control systems.
- Recommend improvements in governance and internal controls.
- Review whistle blower complaints and fraud reports.
5.4 Internal Audit
- Approve internal audit plans, scope, and budget.
- Review audit findings and management responses.
- Monitor implementation of corrective actions.
5.5 External Audit
- Recommend appointment, reappointment, or removal of external auditors.
- Assess external auditor independence, qualifications, and performance.
- Review audit reports and financial disclosures.
5.6 Regulatory Compliance
- Ensure compliance with applicable laws and regulations.
- Review reports on legal and regulatory risks.
- Oversee anti-corruption and ethical compliance programs.
6. Meetings
- The Committee shall meet at least four (4) times a year.
- Additional meetings may be convened as necessary.
- A quorum shall be two-thirds of the members.
- Meeting minutes shall be documented and presented to the Board.
7. Reporting
- The Committee shall report its findings and recommendations to the Board.
- An annual report on risk and audit matters shall be prepared.
- Key risks and audit findings shall be communicated to stakeholders as required.
8. Performance Evaluation
- The Committee shall conduct an annual self-assessment.
- Effectiveness reviews shall be carried out periodically.
- Recommendations for improvement shall be presented to the Board.
9. Review of Terms of Reference
- These Terms of Reference shall be reviewed annually.
- Amendments shall be approved by the Board.
Approved by the Board of Directors
Date: …………….
