The Risk Committee is a sub-committee of the Board of BOOM Logistics Limited.
2. Charter review
The Risk Committee Charter will be reviewed annually. Any changes will require the approval of the Board.
The primary objective of the Risk Committee is to assist the Directors of BOOM Logistics Limited (the Company) to discharge their obligations with respect to oversight of the Company’s risk framework including the identification and management of material business, financial and regulatory risks.
The Risk Committee shall comprise:
- all members of the Board of Directors; and
- an independent Chairman who is also the Chairman of the Board.
The Risk Committee will hold at least two regular meetings each year, with additional meetings called by the Chairman of the Risk Committee as required, or if formally requested by any member of the Committee.
- An annual schedule of Risk Committee meetings and activities will be established.
- After endorsement by the Chairman of the Risk Committee, the agenda papers will be distributed to all meeting invitees at least five working days prior to each meeting.
- A quorum will comprise any two members independent of the Committee.
- The Company Secretary, or nominee, will maintain a formal record of the business of each meeting.
- A copy of the minutes of each meeting will be distributed to all Committee members.
- The Chairman of Risk Committee will report key issues arising and any recommendations of the Risk Committee to the Board meeting following each Risk Committee meeting.
- The following people may be invited to attend all or part of an Audit Committee meeting:
- Chief Financial Officer & Company Secretary; and
- other staff members or external parties as requested by the Committee.
6. Duties and Responsibilities
The Risk Committee may consider any matter concerning risk management and any other issues referred to it by the Board. The Risk Committee will discharge its objective, as defined in Section 3 above, by:
- overseeing the risk profile and risk management of the Company within the context of the Board determined risk appetite;
- making recommendations to the Board in respect of the Company’s risk appetite and particular risks or risk management practices;
- reviewing Management’s risk framework including the processes for the identification and assessment of material risks faced by the Company;
- reviewing Management’s plans for the mitigation of the material risks faced by the Company;
- ensuring there are adequate policies in relation to material business and financial risk management, compliance and internal controls;
- ensuring there is ongoing monitoring and assessment of the risk management, compliance and internal control systems; and
- promoting awareness of a risk based culture and the achievement of a balance between risk and reward for risks accepted.
- The Risk Committee has the authority to seek any information it requires from any employee of BOOM Logistics Limited.
- The Risk Committee will publish the Risk Committee Charter and the composition of the committee on the BOOM Logistics Limited website.
- The Risk Committee is authorised to take any independent professional advice as it considers necessary.
8. Review of Committee Performance
The members of the Risk Committee shall appraise the Committee’s performance on an annual basis. The performance of the Risk Committee shall be measured against this Charter.