Audit and Risk Committee Charter

Establishment of the Committee

This Charter sets out the basis on which the Board has established an Audit and Risk Committee pursuant to the Constitution.

Interpretation

Board means the Board of Directors of Talent2 International Limited.
Committee means the Audit and Risk Committee of the Board.
Company means Talent2 International Limited.
Constitution means the Constitution of the Company.
Director means the members of the Board.
Group means Talent2 International Limited and its subsidiaries.
Stock Exchange or ASX means the Australian Stock Exchange.

Purpose

The Audit and Risk Committee Charter sets out the role, composition, authority, responsibilities and operations of the Audit and Risk Committee. The Committee supports and advises the Board to fulfil its corporate governance and oversight responsibilities relating to financial accounting practices, risk management, internal control systems, external reporting, the external audit function, and the Company’s processes for monitoring compliance with laws and regulations.

The Committee is empowered to:

• Conduct or authorise investigations into any matter within its scope
• Retain outside counsel, accountants or others to advise the Committee or assist in the conduct of an investigation
• Seek any information it requires from employees, all of whom are directed to cooperate with the Committee’s requests
• Meet with Company officers, external Auditors or outside counsel, as necessary

Composition

The Committee will consist of at least two and no more than six members of the Board. The Board or its nominating Committee will appoint Committee members and the Committee chair.

Each Committee member will be both independent and financially literate, as defined by applicable regulation and the Board. At least one member shall have expertise in financial reporting.

Meetings

The Committee shall meet at least two times per year, with authority to convene additional meetings, as circumstances require. All Committee members are expected to attend each meeting, in person or via tele- or video-conference. The Committee will invite members of management, Auditors or others to attend meetings and provide pertinent information, as necessary. It will hold private meetings with Auditors and executive sessions. Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.

Responsibilities

The Committee will carry out the following responsibilities:

Financial Statements

• Review significant accounting and reporting issues, including complex or unusual transactions and highly judgemental areas, and recent professional and regulatory pronouncements, and understand their impact on the financial statements
• Review with management and the external Auditors the results of the audit, including any difficulties encountered
• Review the annual financial statements, and consider whether they are complete, consistent with information known to Committee members, and reflect appropriate accounting principles
• Review other sections of the Annual Report and related regulatory filings before release and consider the accuracy and completeness of the information
• Review with management and the external Auditors all matters required to be communicated to the Committee under generally accepted auditing standards
• Understand how management develops interim financial information, and the nature and extent of external Auditor involvement
• Review interim financial reports with management and external Auditors, before filing with regulators, and consider whether they are complete and consistent with the information known to Committee members

Risk Management

• Evaluating the internal processes for identifying, assessing, monitoring and managing key risk areas
• Detailing material financial and non-financial risk profiles
• Advising the effectiveness of the Group’s implementation of the risk management system, including advice that management have confirmed the proper operation of agreed risk mitigation strategies and controls

Internal Control

• Consider the effectiveness of the Group’s internal control over annual and interim financial reporting, including information technology security and control
• Understand the scope of external Auditor’ review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management responses

External Audit

• Review the external Auditor’s proposed audit scope and approach
• Review the performance of the external Auditors, and exercise final approval on the appointment or discharge of the Auditors
• Review and confirm the independence of the external Auditors by obtaining statements from the Auditors on relationships between the Auditors and the Company, including non-audit services, and discussing the relationships with the Auditors
• On a regular basis, meet separately with the external Auditors to discuss any matter that the Committee or Auditors believe should be discussed privately

Compliance

• Review the effectiveness of the system for monitoring compliance with laws and regulation and the results of management’s investigations and follow-up (including disciplinary action) of any instances of non-compliance
• Review the examinations by regulatory agencies, and any Auditor observations
• Review the process for communicating the code of conduct to Group personnel, and for monitoring compliance therewith
• Obtain regular updates from management and Company legal counsel regarding compliance matters

Reporting Responsibilities

• Regularly report to the Board about Committee activities, issues and related recommendations
• Provide an open avenue of communication between external Auditors and the Board
• Report annually to the shareholders, describing the Committee’s composition, responsibilities and how they were discharged, and any other information required by rule
• Review any other reports the Company issues that relate to Committee responsibilities

Other Responsibilities

• Perform other activities related to this policy as requested by the Board
• Institute and oversee special investigations as needed
• Review and assess the adequacy of this Policy annually, requesting Board approval for proposed changes
• Confirm annually that all responsibilities outlined in this Policy have been carried out
• Evaluate the Committee’s and individual members’ performance on a regular basis