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Audit & Compliance Committee 

Members

John Spencer (Chairman) and Mike Jefferies

TOWER has a structure to independently verify and safeguard the integrity of the Group’s financial reporting. The principal components of this are the Audit and Compliance Committee, the external and internal auditors, and the certifications provided to the Board by senior management:

The Terms of ReferenceOpens in a new window of the Audit and Compliance Committee include the following duties and responsibilities:

  • independently and objectively review the financial informationpresented by management to the Board, the external auditors and the public;
  • review draft half year and annual financial statements and the external auditor’s report, and make recommendations to the Board as to their adoption;
  • oversee the performance of the external auditor and be satisfied as to its independence;
  • review the effectiveness and efficiency of management processes, Group risk management and internal financial controls and control systems;
  • monitor and review compliance with regulatory and statutory requirements and obligations;
  • monitor the internal audit function and receive regular reports from the internal auditors on risks, exposures and compliance;
  • maintain open and direct lines of communication with the external and internal auditors; and
  • make recommendations to the Board as to the appointment of the external auditors.

The Audit and Compliance Committee meets with the internal auditors four times during the financial year and with the external auditors at least twice. The Terms of ReferenceOpens in a new window require that the Committee has a minimum of three suitably qualified non-executive directors, the majority of whom are independent. The Board appoints the Chairman of the Committee, who cannot also be Chairman of the Board. Following each meeting the Chairman of the Committee provides a report to the Board. The Chairman is also required to provide an annual report summarising the Committee’s activities, findings, recommendations and results for the past year.