Central Desert Regional Council - Council

Date Adopted: 30 September 2021

Last Review: 24 May 2024

Next Review Date: May 2025

1. Establishment

The Central Desert Regional Council (Council) Audit Committee (the Committee) is established as an Advisory Committee to the Council in accordance with the Local Government Act, 2019 and the Local Government (General) Regulations 2021.

2. Objective

The Audit Committee is an Advisory Committee whose responsibility it is to:

Monitor and review the integrity of the Council’s financial management;
Monitor and review internal controls; and
Make recommendations to Council about any matters the committee considers needs Council’s consideration as a result of its functions under paragraph (a) or (b)

3. Authority

With consideration of legal and confidentiality implications the Committee is authorised, within the capacity of its role and responsibilities, to:

Obtain any information it requires from any employee and/or external party.
Discuss any matters with the external auditor, or other external parties.
Obtain external legal or other professional advice (subject to Council’s approval), as considered necessary to meet its responsibilities.

The Committee is subject to control and direction by the Council.

4. Membership

The Committee shall consist of:

A minimum of three Councillors, one of whom will be the President or Deputy President.
A minimum of one external member, with preference for one of whom to be either a CPA or a CA.
The Chairman of the Committee shall be an external member.
The Chief Executive Officer and other relevant staff may attend Committee meetings.

5. Appointment and Termination

The Council shall appoint Councillors to this Committee for the term of the Council.

A newly elected Council will appoint new members from its ranks for the Councillor positions.
External members are appointed for a two year term, and their term may overlap Council terms.
The Council may terminate the appointment of a member should a member miss two consecutive meetings without an accepted apology.
A Committee member will cease to be a member if the member provides to the Council a written notice of resignation.

6. Voting Rights

All members of the Committee have equal voting rights.
Where the result is undecided, the Chairperson has the casting vote.

7. Key Responsibilities

The Committee will undertake the following functions:

Monitor strategic risk management and the adequacy of the internal control policies (such as conflict of interest, code of conduct and fraud policy), practices and procedures established to manage identified risk
Oversee the internal audit function including development of audit plans with reference to the Council’s risk assessment, review of all internal audit reports, the monitoring of audit outcomes and the implementation of recommendations.
Where appropriate, invite the internal auditor to attend the Committee meetings to discuss internal audit report findings.
Review quality of annual financial statements and the Annual Report.
Invite the external auditor to attend the Committee meeting where the Audited Financial Statements are discussed.
Review management’s responses to external audit recommendations and monitor implementation of the agreed recommendations.
Assess the adequacy of audit scope and coverage.
Review the monthly financial reports and monitor progress against the budget.
Review compliance with legislation, contracts, standards and best practice guideline, monitoring changes in accounting and reporting requirements.
Provide oversight and monitoring of the CEO’s Fraud Protection Plan.
Review the Code of Conduct.

8. Meetings

The Committee shall meet a total of four times a year to:

Review the unaudited financial statements and undertake other matters the Committee is responsible for (June/July).
Meet with the external auditors and discuss findings, review the draft audited financial statements and undertake other matters the Committee is responsible for (September/October).
Review financial statements against budget, monitor the implementation of any audit recommendations and undertake other matters the Committee is responsible for (December).
Review the Council’s draft budget for the following year and undertake other matters the Committee is responsible for (Mar/April).
Meeting dates are as defined in the Council Year Planner and approved by Council. Agenda items will be agreed to by the Committee each year and will address all of the Committee’s responsibilities as detailed.
Notice of each meeting confirming the venue, date and time, together with an agenda, shall be forwarded to all members of the Committee and observers, no later than three days before the date of the meeting.

9. Attending a Meeting

Members shall attend the meeting in person or via audio or audio-visual conferencing system.

10. Quorum

A quorum will consist of a majority of Committee Members and must include the Chair. A member of the Audit Committee may not be represented by a proxy (substitute) during a meeting.

11. Proxies

In order to ensure continuity and a useful level of knowledge and experience, the Committee members are not permitted to send proxies to the meeting. The exception is the President, who may act as proxy in the absence of the Chair.

12. Reporting

The Committee will regularly report on its operation and activities, including:

Minutes of its meeting which may include a summary of the key issues arising from each meeting of the Committee and any recommendations. Minutes shall be circulated within five days after a meeting to all members of the Committee and will (as appropriate) be made available to the public within ten business days after the meeting on the Council’s website.
Annually, an overall assessment of the Council’s risk, control and compliance framework, together with a summary of the work the Committee performed in conducting its responsibilities during the preceding year.

13. Committee Performance and Review

The Chair of the Committee and the CEO will initiate a review of the performance of the Committee at least once every two years.
The review will be on an internal assessment basis with appropriate input from the Council, CEO and senior managers, internal and external auditors, and any other relevant stakeholders.

14. Secretariat

Secretariat support will be provided by the Central Desert Regional Council. The Secretariat will be responsible for:

Ensuring that the agenda for each meeting and supporting documentation are circulated, after approval from the Chair, at least three days prior to the meeting. The Secretariat will prepare and maintain the minutes ensuring they are signed by the Chair, distributed to each member and tabled at the next Ordinary Council meeting.
The Secretariat will keep a record of the membership and the dates of any changes to the membership.

15. Code of Conduct

Committee members must abide by the Council Code of Conduct.

16. Conflict of Interest

Committee members must declare any real or perceived conflicts of interest when joining the committee, annually and at the start of each meeting or before discussion of the relevant agenda item or topic. Details of any conflicts of interest should be appropriately minuted.
Where a Committee member is deemed to have a real or perceived conflict of interest, at the Chairperson’s discretion, it may be appropriate that the person is excused from committee deliberations on the agenda item where a conflict of interest exists, or if necessary excused from the meeting.

17. Review of Terms of Reference

These Terms of Reference will be reviewed on an annual basis by the Committee. Any substantive changes will be recommended by the Committee and formally approved by the Council.

18. Approval and Review History

Date	Details
30 Sept 2021	Adopted by Council - OC127/2021
27 May 2022	Reviewed by Council ‐ OC090/2022
24 May 2024	Reviewed by Council – OC2024/76

To download a pdf of the Audit Committee terms of reference please click on: Audit Committee Terms of Reference

Date Adopted: 7 October 2016 (OC138/2016)

Review Date: As required

The Committee is established for the purpose of engaging in and undertaking a developmental process to determine, in conjunction with the Chief Executive Officer (CEO), relevant Key Performance Measures for the CEO, for undertaking the formal review process of the performance of the CEO against the agreed Key Performance Measures in accordance with these terms of reference and for making other recommendations to the Council relevant to the employment and performance of the CEO.

Objectives of the Committee

The Committee’s terms of reference are to:

Review the Chief Executive Officer’s performance.
Contribute to the Chief Executive Officer’s development plan.
Review and provide advice to Council on the remuneration and conditions of employment for the Chief Executive Officer.

Definitions

CEO: is the Chief Executive Officer.

Councillor: is a person appointed or elected by the electors of a particular ward, as a representative of the ward in the Central Desert Regional Council.

President: is the person appointed or elected as the principal Member of the Central Desert Regional Council to represent the local government area as a whole.

Staff: includes Staff, contractors, volunteers and all others who perform work on behalf of council.

Role of the Committee

Recruitment of CEO

Council’s role is to appoint the CEO, on the advice of the Committee. The Committee’s role is to identify a suitable person and refer the appointment of that person to Council.

The Committee’s role is to:

in accordance with Council’s Procurement Policy, to engage an appropriate consultant to manage and conduct the process of selection of a suitable candidate for the position of CEO;
identify and recommend to Council a suitable candidate for the position of CEO;
on behalf of Council, ensure compliance with Guideline 3;
carry out the functions of a selection panel; and
ensure, on behalf of the Council, that the recruitment process meets the Council’s Recruitment Policy.

The Committee is empowered to identify a single person as suitable for recommendation to the Council for appointment as CEO.

If, however, the Committee fails to reach a unanimous view as to that person, it shall on the request of any member of the Committee (made at the meeting of the Committee resolving which candidate should be recommended to Council) refer the matter to Council for determination of who, from the final short-list, is to be appointed.

Performance of CEO

Council’s role is to determine the performance plan, on the advice of the Committee, and to assess the CEO’s performance measured against that plan. The Committee’s role is to prepare a draft performance plan for Council’s consideration and determination; to attend to the collection and collation of Elected Member feedback in relation to the CEO’s performance as measured against the performance plan approved by Council; and to present the results to Council.

The Committee’s role is to:

appoint or re-appoint, as necessary, a facilitator to assist the Committee to discharge its obligations in relation to the preparation of the performance review and performance plans.
advise Council in relation to the setting of standards and parameters for the measurement of the CEO’s performance.
recommend to Council the performance goals and activities that the CEO should work towards achieving / undertaking over a 12 month period and take into account feedback to the CEO from the previous year’s review and to what extent former recommendations have been acted upon.
advise Council in relation to the performance of the CEO as measured by key performance indicators and other standards set by Council.
review the performance of the CEO at six monthly intervals.
participate actively in the process of reviewing the performance of the CEO, ensuring that the he / she, is both consulted and advised of the process.
ensure that recommendations regarding the foregoing are in accord with Council’s Strategic Plan.
ensure that all Elected Members are invited to provide written comments of appraisal of the CEO’s performance to the Committee and that sufficient time is allowed for members to provide such comments to the Committee, that is at least two weeks, over and above mailing time.

Remuneration and Conditions of Service of CEO

Council’s role is to determine any changes in salary and/or conditions of employment of the CEO. The Committee’s role is to ensure the participation of the CEO in the process; and to make recommendations to Council as to any proposed changes in salary and/or conditions of employment of the CEO.

The Committee’s role is to:

with the assistance of the facilitator appointed by Council, undertake the annual salary review;
participate actively in the process of reviewing the salary and conditions of employment of the CEO, ensuring that he/she, is both consulted and informed of the process;
recommend to Council any proposed changes in salary and/or conditions of employment of the CEO that the Committee thinks appropriate; and
ensure compliance, on behalf of the Council, with any contractual obligations established in the CEO employment contract.

Council’s Role

Taking into account the recommendations of the Committee, to:

determine the contract of employment for the CEO;
appoint the CEO;
set the standards and parameters for measurement of the performance of the CEO;
as an elected body, and individually as elected members, participate in the CEO’s performance appraisal process;
determine whether any variations to the remuneration and conditions of the CEO are appropriate.

Meetings

The Committee will meet twice a year within a month of the CEO’s six month and twelve month anniversary.
Special Meetings of the Committee may be necessary from time to time and may be called by the President given three business days notice of the meeting.
Minutes of meetings will only record recommendations and resolutions, and will be provided to all Committee Members in accordance with legislative requirements.

Membership

The committee is comprised of the President, Deputy President and two (2) Councillors endorsed by the Council. To ensure gender equity, the committee will attempt to ensure equal representation of male and female committee members.

Chair

The President will chair the committee.

Quorum

A quorum for the CEO Performance Review Committee is the President and two committee members.

Proxies

In order to ensure continuity and a useful level of knowledge and experience, the CEO Performance Committee members are not permitted to send proxies to the meeting.

Term of Office

The term of office is for the Local Government electoral term. A newly elected Council will appoint a new CEO Performance Review Committee. Should a Councillor be re-elected, he/she may serve multiple terms on the committee if appointed.

Reporting and Review of the Committee

Decisions made by the Committee will be reported by inclusion of its minutes at the next Council meeting. Minutes and all reports will be dealt with in closed session.