Audit And Risk Committee Charter

A. Objectives and Key Accountabilities

  1. This Charter governs the operations of the Audit and Risk Committee (“the Committee”) of the Board of Directors (”the Board”) of Nvoi Ltd (“Company”). The Committee shall review and reassess the Charter at least annually and obtain the approval of the Board for any amendments made from time to time.
  2. The Committee provides assistance to the Board in fulfilling its responsibility for oversight of the quality and integrity of the Company’s accounting, auditing, financial reporting, financial and other risk management policies and practices, and fulfilling such other duties as are directed to it by the Board.
  3. The Committee is responsible for recommending to the Board the appointment, compensation and retention of the External Auditor.
  4. The External Auditor reports to the Committee and ultimately to the Board. The Committee is responsible for oversight of the performance of the External Auditor and reporting on that to the Board.
  5. The Committee makes recommendations to the Board as it sees fit in fulfilment of its responsibilities. The delegation of specific functions to the Committee does not relieve the Board of its duties and responsibilities but assists the Board in carrying out its responsibilities.

B. Membership

  1. The Committee shall comprise at least 2 non-executive Directors that have diverse, complementary backgrounds and who all meet the independence requirements established by the Board and applicable laws, regulations and listing requirements.
  2. Each member of the Committee shall, in the judgment of the Board, have the ability to understand financial statements.
  3. Within 2 years from listing, at least one member of the Committee shall, in the judgment of the Board, be a qualified accountant or other finance professional with relevant experience of financial and accounting matters as recommended by Principle 4 of the ASX Corporate Governance Principles.
  4. The Board appoints the members of the Committee and its Chairman. The Chairman of the Committee shall not also be the Chairman of the Board.
  5. Members of the Committee must have an understanding of the industries in which the Company operates.
  6. The Secretary of the Committee shall be the Company Secretary, or such other person nominated by the Board.

C. Meetings

  1. A quorum for any meeting of the Committee shall be any two members of the Committee.
  2. The Group Chief Executive Officer (CEO), Chief Financial Officer (CFO), and External Auditor shall be given notice of all meetings and shall attend meetings by invitation. The Committee may also invite any Board member or other person to attend meetings. Any Board member may attend meetings.
  3. The Committee meets at least quarterly. Additional meetings may be convened as the Committee or its Chairman deem necessary.
  4. Copies of all papers provided to the Committee shall also be made available to all Board members.
  5. The Committee shall cause to be kept adequate minutes of all its proceedings and report on all its activities and actions at the next scheduled meeting of the Board. Committee members shall be provided with copies of the draft minutes as soon as practicable after each meeting.
  6. An Action List from each Committee meeting shall be approved by the Chairman and circulated to all Committee members as soon as practicable after each meeting. The Action List shall include accountabilities, performance expectations and the nature and timing of subsequent reporting.
  7. The Committee shall meet with Internal and or External Auditors in the absence of management, as it considers appropriate.

D. Authority

  1. The Committee shall have the resources and authority necessary to discharge its duties and responsibilities.
  2. In discharging its duties and responsibilities, the Committee is empowered to investigate any matter brought to its attention.
  3. The Committee is authorised by the Board to seek any information it requires from any Board member, executive or employee, and all such persons are directed to co-operate with any request made by the Committee.
  4. The Committee shall be provided with such appropriate funding by the Company as the Committee determines for the payment of compensation to the Company’s external auditors, external advisors, experts or consultants as it deems appropriate and to pay ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

E. Education

  1. The Company is responsible for providing new members of the Committee with appropriate orientation, briefings and educational opportunities, and the Company is also responsible for providing the Committee with educational resources related to any of its duties, and such other materials as may be requested by the Committee.
  2. The Company will assist the Committee in maintaining appropriate financial literacy.
  3. Members of the Committee will advise the Company of topics or issues of interest or concern that may be relevant to their education.

F. Responsibilities

  1. The Committee’s specific responsibilities in carrying out its oversight role are detailed in the Calendar of Responsibilities of the Audit & Risk Committee, which forms part of the Audit & Risk Committee Charter.
  2. The Calendar of Responsibilities will be updated annually or as required to reflect changes in regulatory requirements, authoritative guidance and evolving oversight practices.
  3. The Chairman of the Committee shall review the Calendar of Responsibilities ahead of each scheduled meeting of the Committee to ensure that relevant topics are presented at that meeting and so that the Responsibilities can be addressed.
  4. The Committee relies on the expertise and knowledge of Management, the Internal Auditors and the External Auditors in carrying out its responsibilities.
  5. The Company’s Management is responsible for ensuring that the Company’s financial statements correctly record and explain transactions and that the financial position and performance give a true and fair review and are in accordance with generally accepted accounting principles.
  6. The External Auditor is responsible for auditing the Company’s financial statements. The Committee shall:
    1. Review and recommend to the Board acceptance of the terms of engagement with the External Auditor;
    2. Make recommendations to the Board on the remuneration of the External Auditor;
    3. Review and recommend to the Board the appointment or removal of an External Auditor;
    4. Ensure appropriate policies exist for the provision of all non-audit services by the external auditor or a related party of the External Auditor and regularly review the application of those policies; and
    5. Monitor and evaluate on a regular basis the performance of the External Auditor.
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