The board of AWI Group (the "Company") hereby agrees and establishes the Audit & Risks (ARC) committee of the board (the "Committee"), with all the powers and duties set forth in these Regulations and subsequent resolutions of the board. Certain capitalized or uncapitalized terms used but not defined in these regulations have the meanings given to them in the charter of the board. The Audit & Risks Committee is a committee of the Board.
The board establishes the Committee to assist the board in overseeing the: (1) the integrity of internal controls and financial reporting; (2) the qualification and independence of the company's external auditor; (3) the performance of the company's internal audit function and of its external auditor; (4) the company’s compliance with legal and regulatory requirement; (5) the quality and integrity of the accounting, auditing and reporting practices of the company and such other duties as directed by the company’s board, and (6) prepares Audit & Risks Committee report to the board annually.
The audit & risks committee may undertake such investigations as the audit & risks committee deems necessary to carry out its duties. The Committee may request and obtain whatever information it requires from any employee of the company. All employees of the company must promptly provide all requested information to the audit & risks committee and must cooperate fully in any audit & risks committee investigations. The Committee may require company management and employees to prepare written reports or to participate in Committee meetings in order for them to provide information or advice to the Committee.
The audit & risks committee may obtain external independent advice and assistance as they deem advisable, including professional advice regarding accounting, audit and internal controls; legal and regulatory matters; and corporate governance. The audit & risks committee may retain and compensate such professional service providers at the expense of the company.
Each member of the Committee will always act in an impartial, independent and objective manner, in the best interests of the company and in accordance with the company's articles of association, charters and by-laws. If a Committee member becomes aware that s/he has, or may have, a potential conflict of interest (as further described in the board charter), s/he shall fully disclose such conflict or potential conflict to the board and shall recuse himself from the Committee's consideration of such matter.
The Committee, by itself or with the assistance of outside advisors, will annually assess its effectiveness in performing its duties. Such annual assessment will include recommendations of the Committee for improvements in this charter and in the conduct of the Committee's activities. A report of the audit & risks committee's effectiveness will be prepared for delivery to the board and the annual general assembly. The results of the annual assessment will also be presented by the Committee's chairman at a meeting of the board and the board will adopt, reject or modify the recommendations of the Committee.
The Committee will provide the board with reports as provided in this Committee charter, as the board may request or as the Committee decides appropriate. In any case, the Committee will provide the board and the annual general assembly with an annual report of its activities, including the results of the annual review of the Committee's effectiveness.
The costs of operation of the Committee, including costs associated with the contracting of professional advisors to the Committee shall be evaluated and authorized by the board on an annual basis, and in no event will be subject to the evaluation and approval of the company's management.
The Committee will meet as often as necessary. The Committee shall meet at least quarterly. Meetings may be conducted in person or via teleconference.
Meetings may be called at the initiative of the Committee's chairman or upon written request to the chairman signed by two Committee members. The day, time and place of each quarterly meeting shall be set out in the Committee's annual calendar of activities. The chairman shall notify the members of the Committee of the day, time and place of any additional meetings of the Committee at least five business days in advance. The chairman will arrange for members of the Committee to receive an agenda and required background materials at least five business days prior to any meeting. A quorum for Committee meetings will require the presence (in person or via teleconference) of the chairman and at least one other member of the Committee.
The Committee will meet at least once each year with each of the external auditor, the company’s CFO and the company’s legal counsel, in each case in the absence of company management and any other employees of the company:
Minutes must be drawn up for every meeting of the Committee. The minutes will be signed by the chairman of the Committee and the minute taker and then will be added to the company’s records. Each member of the Committee shall receive a copy of the minutes at least five days before the next meeting of the Committee.
The Board Secretary will fulfil the role of Secretary to the Audit & Risk Committee. The Secretary will assist the Chair develop and distribute committee agendas, papers, minutes, and calendar.
The Secretary will ensure the agenda and supporting papers for each meeting are circulated at least one week before the meeting. Minutes must be approved by the Chair and circulated within two weeks of the meeting to each member.
The minutes will be ratified by members in attendance/discussion and signed by the Committee Chair.
The Committee Chair is to report to the Board following each meeting of the Committee. The manner of reporting may be by distribution of a copy of the minutes of the meeting supplemented by other written information if necessary, including any recommendations requiring Board action and/or approval.