Audit and Risk Committee

The purpose of the committee is to

1. identify major areas of risk for IOP and its subsidiary companies and to ensure processes exist to manage risk in these areas
   
2. ensure risk management and internal audit processes are administered effectively
   
3. bring to the attention of the Council any areas of high risk and/or any anomalies brought to light through the audit process
   
4. be available to ‘whistle blowers’ regarding risk areas or audit anomalies who are not satisfied with the outcomes of the normal management processes in respect of the issues they have raised

The responsibilities of the Committee shall include, for IOP and its subsidiary companies, the following:

1. To oversee the appointment, independence and rotation of the external and internal auditors
   
2. To recommend the external audit fee to the Council and the appropriate Boards and advise on the implications of any non-audit services provided by the auditors
   
3. To agree the nature and scope of the external audit and review the auditors’ quality control procedures
   
4. To review the external auditors’ management letters and management responses
   
5. To review the internal audit programmes, resources to achieve them and management response to any major recommendations
   
6. To review the processes for internal financial control, financial reporting and risk management
   
7. To review the risk registers and the plans and processes in place to manage and mitigate major risks
   
8. From time to time to investigate certain processes or risks in more detail
   
9. To review the procedures for handling allegations from whistleblowers and act as the ultimate destination of whistleblowers who are not satisfied by the response through the normal channels
   
10. To consider other topics referred to it by Council or the subsidiary company Boards

The intention is that there will be 6-7 Members of the ARC (excluding those in attendance) consisting of the Chair, the IOPP NED, and 4-5 in total from the current/recent members of Council and the external representatives.