The Audit Committee provides independent advice to the Electoral Commissioner. This Charter provides the framework for the Audit Committee’s functions and operations. It aims to assist the Electoral Commissioner, as the Accountable Authority, to manage and maximise the value of the Audit Committee.
Under the Public Governance, Performance and Accountability Act 2013(PGPA Act):
The accountable authority of a Commonwealth entity must ensure that the entity has an Audit Committee (subsection 45(1)); and
The Audit Committee must be constituted, and perform functions, in accordance with any requirements prescribed by the rules (subsection 45(2)).
The Public Governance, Performance and Accountability Rule 2014 (PGPA Rule) establishes the requirements and procedures necessary to give effect to the governance, performance and accountability matters covered by the PGPA Act. The PGPA Rule requires the accountable authority of a Commonwealth entity to determine the functions of the entity’s Audit Committee by written Charter (the Charter) (subsection 17(1)).
Under the PGPA Rule (subsection 17(2)), these functions (as defined below in section 2 Functions) must include reviewing for the entity, the appropriateness of the accountable authority’s:
The Department of Finance’s A guide for non-corporate Commonwealth entities on the role of Audit Committees (September 2021) provides further guidance on the operations of Audit Committees. It includes a model Charter, on which this Charter is based.
The Charter is supported by the Audit Committee’s annual work plan detailing the work that the Audit Committee will undertake to acquit its functions.
The Charter and annual work plan are endorsed by the Audit Committee and approved by the Electoral Commissioner.
The Audit Committee will review and provide advice on the appropriateness of the AEC’s:
The Audit Committee will provide a written statement to the Electoral Commissioner stating whether:
The Audit Committee will review and provide advice on the appropriateness of the AEC’s systems and procedures for assessing, monitoring and reporting on achievement of performance. In particular the Audit Committee will satisfy itself that the AEC’s:
The Audit Committee will review the annual performance statements and provide advice to the Electoral Commissioner on their appropriateness.
The Audit Committee will provide a written statement to the Electoral Commissioner stating whether the Audit Committee considers that the AEC’s annual performance statements and performance reporting as a whole is appropriate, with reference to any specific areas of concern or suggestions for improvement.
The Audit Committee will review and provide advice on the appropriateness of the AEC’s:
The Audit Committee will provide a written statement to the Electoral Commissioner stating whether in its view, the AEC’s system of risk oversight and management as a whole is appropriate (with reference to the Commonwealth Risk Management Policy for NCEs) and any specific areas of concern or suggestions for improvement.
The Audit Committee will review and provide advice on the appropriateness of the AEC’s system of internal control, in particular the AEC’s:
The Audit Committee will provide a written statement to the Electoral Commissioner whether the AEC’s system of internal control is appropriate, with reference to any specific areas of concern or suggestions for improvement.
2.10. The Audit Committee will review and provide advice on the appropriateness of the AEC’s major project assurance activities, in particular the AEC’s:
The Audit Committee will review the effectiveness of the internal audit function as a whole and in addition to actions under Systems of Internal Control (section 2.8.d.), advise on the:
To ensure that internal audit is operating without undue influence, the:
The PGPA Act and Auditor-General Act 1997 (Auditor-General Act) provides the authority for the Auditor-General, supported by the Australian National Audit Office (ANAO), to conduct:
The Audit Committee will engage with the ANAO, in relation to the ANAO’s audit coverage. In particular, the Audit Committee will:
The Electoral Commissioner will appoint at least three people external to the AEC as members, the majority of members will not be officials of any Commonwealth entity. The Electoral Commissioner will appoint the Chair. The Chair may appoint a member as Deputy Chair who will act as Chair in the absence of the Chair.
Members are appointed for an initial period not exceeding three years. They may be re-appointed for further periods, after satisfactory review of their performance.
In appointing members, consideration will be given to ensuring there is an appropriate balance between continuity of membership, the contribution of fresh perspectives, and a suitable mix of qualifications, knowledge, skills and experience.
Where possible, appointments will be timed to maintain a reasonable level of member familiarity with the AEC’s Audit Committee operations and to facilitate a flow of skills and talent through the Audit Committee.
Members should, possess, develop and maintain a broad range of skills and experience relevant to the operations and governance of the AEC, the environment in which the AEC operates and the contribution that the Audit Committee makes to the AEC. Members of the Audit Committee must:
Members unable to attend the meeting must inform the Chair and secretariat as soon as practicable.
The membership arrangements, including such matters as remuneration, the qualifications, knowledge, skills or experience of members, are included in the AEC’s Annual Report.
Advisors may be appointed as agreed by the Electoral Commissioner and the Chair to advise the Audit Committee in support of fulfilling its functions.
Advisors will receive all meeting and out-of-session papers but are not Audit Committee members or part of the quorum and do not have voting rights.
Advisors are expected to attend all meetings except where extenuating circumstances prevent them from doing so. Following agreement with the Chair, the officer acting in the advisor’s substantive position, may attend.
Information relating to advisors’ meeting attendance for the reporting period is not included in the AEC’s Annual Report.
Advisors will attend in camera meetings as invited by the Chair
The Chair may invite any AEC officer to attend meetings as observers to witness and, where relevant, contribute to the meeting, particularly relating to their speciality and expertise.
Observers are generally officers in the roles of ‘chief’ expert: Chief Audit Executive, Chief Risk Officer, Chief Financial Officer, Chief Legal Officer, Chief People Officer, Chief Information Officer, Chief Technology Officer. The internal audit service provider’s engagement lead may also be invited as an observer.
Observers may receive some or all papers depending on the circumstances but are not Audit Committee members or part of the quorum and do not have voting rights.
The invitation is mandatory for the Chief Financial Officer, Chief Risk Officer and Chief Audit Executive. For other observers there is no obligation to attend except when specified or when the observer is responsible for an agenda item.
If observers are unable to attend and another officer is acting in their role, the acting officer may attend. The observer will advise the secretariat of the acting observer’s attendance as soon as practicable.
The authority of the Audit Committee to perform its role is established through relevant sections of the PGPA Act and the PGPA Rule, the Accountable Authority Instructions (1.9 Audit) and by way of this Charter.
The Audit Committee is directly accountable to the Electoral Commissioner for the performance of its functions.
The Audit Committee has no executive powers, delegated financial responsibility or management responsibilities.
The Audit Committee provides independent advice to the Electoral Commissioner. The Audit Committee may only review the appropriateness of operations, consistent with its functions, and advise the Electoral Commissioner accordingly.
The Electoral Commissioner authorises the Audit Committee, in performing its functions to:
Members are obliged to prepare for and actively participate in Audit Committee meetings. This requires members to commit to the time needed to study and understand the papers provided for meetings. Members are expected to apply sound analytical skills, objectivity and judgment; express opinions frankly; ask questions that go to the fundamental core of issues; and pursue independent lines of enquiry.
Members will conduct themselves in a manner consistent with the principles of the APS Code of Conduct.
To support the AEC achieve better business outcomes, the Audit Committee will engage with management in a timely, constructive and professional manner in discharging its advisory responsibilities and formulating its advice to the Electoral Commissioner.
In performing its responsibilities, the Audit Committee will provide a forum for communication between the Electoral Commissioner, senior managers and the internal and external auditors of the AEC.
Management may present and/or provide reports to the Audit Committee within the scope of the Audit Committee functions.
The Audit Committee will develop and maintain relationships with the strategic committees to ensure a wholistic approach is taken to providing assurance on the appropriateness of the AEC’s accountability and control frameworks.
This may include members of the Audit Committee attending as advisors or observers at these committees. Such Audit Committee members on governance committees will provide reports (written or verbal) back to the Audit Committee.
Secretariat services are provided by the Parliamentary, Governance and Assurance Section. The secretariat provides support primarily relating to:
The secretariat will develop and maintain the annual workplan with reference to the PGPA Act, PGPA Rule, this Charter, and any other relevant sources.
The workplan is endorsed by the Audit Committee and then approved by the Electoral Commissioner. This should occur in quarter 4 of the preceding financial year.
The secretariat will develop the annual meeting schedule in consultation with the members and advisors. It will include the dates and location for each meeting for the year ahead. The schedule will take into account the known availability of members and advisors, dates of other key AEC committee meetings and events, and any public holidays.
The schedule should be agreed by the Audit Committee, and the invitations sent by the secretariat, no later than six months before the start of the financial year.
The Audit Committee will meet at least four times per year. One or more special meetings may be held to review the AEC’s annual financial statements and performance statements or to meet other responsibilities of the Audit Committee.
The Audit Committee may also hold committee-only sessions and consider matters out of session.
The Chair is required to call a meeting if asked to do so by the Electoral Commissioner.
The Chair will decide if a meeting is required upon request from another member or from a member of the internal audit function or the external auditor.
Presenters should consider papers as read, unless advised otherwise, and should brief the Audit Committee on any update since the paper’s submission and on key focus areas for discussion rather than summarising or repeating the content.
The Audit Committee as a whole is to be mindful any of cultural differences when conducting the meeting. This may take the form of specific wording, meeting flow or performance of their duties.
A quorum for any Audit Committee meeting or out-of-session consideration must be a majority of members, one of whom must be the Chair or the Deputy Chair. The quorum must be in attendance at all times during the meeting.
The Audit Committee, in consultation with the Electoral Commissioner, may establish sub-committees to assist it fulfil its responsibilities. A member of the Audit Committee may be appointed as the Chair of the sub-committee. The establishment a sub-committee does not change the functions of the Audit Committee under this Charter.
The sub-committee will document its responsibilities, membership and reporting arrangements for approval by the Audit Committee.
The Chair of the sub-committee will report to the Audit Committee after each meeting. Any matter deemed of sufficient importance will be reported to the Electoral Commissioner through the Chair of the Audit Committee.
The Audit Committee Chair, with support from the secretariat, will maintain a program of induction and awareness-raising for its members and advisors, with the objective of enabling the Audit Committee to be aware of contemporary developments and leading practices in relation to its functions.
New members, advisors and observers will receive relevant information on their appointment to assist them to meet their Audit Committee responsibilities. This will include roles and expectations, organisational description, briefings.
At least once each year, members and advisors will be asked to provide written declarations of any perceived, potential or actual conflicts of interest they may have in relation to their responsibilities.
Throughout the year, members and advisors with an actual, perceived or potential conflict of interest must notify the Chair and secretariat as soon as these issues become apparent.
At the start of each meeting, the Chair members and advisors are to declare any perceived, potential or actual conflicts of interest they may have in relation to their responsibilities relating to that meeting. The Deputy Electoral Commissioner (an advisor) will advise the Chair where a declaration is relevant to AEC operations.
A register of interests will be maintained to demonstrate transparency and as a safeguard against conflict of interest. An annual report from the Chair to the Electoral Commissioner or Deputy Electoral Commissioner is to be provided advising of compliance and any concerns.
Members must not use or disclose information obtained by the Audit Committee except in meeting the Audit Committee’s responsibilities, or unless expressly agreed by the Electoral Commissioner.
The Chair will undertake a review of the Audit Committee’s performance annually, with the reporting alternating between a detailed report and a more broader based report. The review will seek input from the Electoral Commissioner, members, advisors and observers, senior management and other relevant stakeholders.
In consultation with the Electoral Commissioner, periodic independent performance reviews may be undertaken.
The Chair will provide advice to the Electoral Commissioner on the performance of the Audit Committee as a whole and its members on an annual basis, but the Chair reserves the right to raise any performance concerns/risks with the Electoral Commissioner at the time of occurrence.
In addition to the meeting minutes, the secretariat will prepare a Statement of Meeting Outcomes after each meeting that summarises, at a higher level than the minutes, the key outcomes of the meeting for communication to the AEC.
The Chair will report to the Electoral Commissioner after each meeting.
As necessary, the Chair may, raise any matter that the Audit Committee deems of sufficient importance to the Electoral Commissioner immediately.
At any time an individual member may request a meeting with the Electoral Commissioner.
The Audit Committee will report at least once a year to the Electoral Commissioner on its operations, activities and performance during the year, and to communicate its view on the appropriateness of the functions it reviews, including reference to any specific areas of concern or suggestions for improvement.
The Audit Committee will review the Charter at least once a year with a view to reflecting changes to the AEC’s operating context, new circumstances and the accountable authority’s changing needs.
In addition to the annual review, the Charter will be updated if needed to reflect any changes in the AEC’s operating environment.
This Charter will be published in the AEC’s Annual Report, the AEC website and on the AEC intranet.
|Audit Committee Charter
|14 September 2023
|1 November 2023