BRISBANE BRONCOS LIMITED

AUDIT COMMITTEE CHARTER

(Revised and Adopted by the Board 21 February 2018)

1. OBJECTIVES

The Audit Committee oversees and monitors the Company’s audit processes, including the Company’s
internal control activities. The purpose of an Audit Committee is to assist the Board in the effective discharge
of its responsibilities for financial reporting, internal controls, risk management and external audit. The
Committee does not relieve the directors of their responsibilities for these matters.

2. COMPOSITION

The Audit Committee will consist of at least three and no more than five members of the Board. The Board will
appoint Audit Committee members. The Audit Committee will elect its Chair.

In fulfilling its duties in safeguarding the Company’s integrity in financial reporting, the Audit Committee must:

▪ comprise members who are financially literate i.e. they must be able to read and understand financial
statements;
▪ have at least one member who is a qualified accountant holding a current accounting qualification (CA
or CPA); and
▪ comprise members with an understanding of the industry in which the entity operates.

Directors shall not accept any additional consulting, advisory, or other compensatory fee from the Company,
an affiliated person of the Company or its related entities for this role. The only compensation shall be
Directors’ fees for services provided to the Board.

3. INVITEES

Other persons may attend meetings of the Audit Committee by invitation. Persons who may usually be invited
are:

▪ The Chief Executive Officer

▪ The Chief Financial Officer
▪ The Company Secretary
▪ An external audit or taxation provider

These people may take part in the business of, and discussions at the meeting but have no voting rights.

4. CONFLICTS OF INTEREST

Committee members will be invited to disclose conflicts of interest at the commencement of each meeting.
Ongoing conflicts of interest need not be disclosed at each meeting once acknowledged. Where members or
invitees are deemed to have a real or perceived conflict of interest, they will be excused from Committee
discussions on the issue where the conflict exists.

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 BRISBANE BRONCOS LIMITED
AUDIT COMMITTEE CHARTER
(Revised and Adopted by the Board 21 February 2018)

5. SECRETARY

The Company Secretary (or other appropriate person) will act as secretary to the Audit Committee. The
Secretary will assist the Chair to develop and distribute agendas, papers, minutes and calendar.

6. MEETINGS

Timing
The Audit Committee shall meet at least two times each year, or more frequently as circumstances dictate. A
member of the Committee may request that a meeting of the Committee be convened at any other time. The
external auditor may also request that a meeting of the Committee be convened.

The Chairman of the Committee in consultation with other Committee members, shall determine the frequency
and length of the Committee meetings and shall set meeting agendas consistent with this Charter.

All Audit Committee Members are expected to attend each meeting in person or through other approved
means such as teleconferencing or video conferencing.

The notice of meeting and agenda will include relevant supporting papers.

Quorum
Two members shall constitute a quorum.

Voting
Any matters requiring decision will be decided by a majority of votes of members present.

Purpose of Meetings
The main purpose of these meetings shall be to:

▪ Review and approve external audit plans and procedures.

▪ Review and approve the half-year financial report and associated documents.
▪ Review and approve the annual financial report and associated documents.

Reporting to the Board

The Chair of the Committee is to report to the Board following each Committee meeting concerning the
proceedings of the meeting and all matters relevant to the Committee’s role and responsibilities. The manner
of reporting may be by distribution of a copy of the minutes supplemented by other necessary information,
including recommendations requiring Board action and/or approval.

This will include information on any issues that arise with respect to the quality and integrity of the financial
statements, the legal and regulatory requirements and the qualifications, independence and performance of
the auditors.

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 BRISBANE BRONCOS LIMITED
AUDIT COMMITTEE CHARTER
(Revised and Adopted by the Board 21 February 2018)

Committee Minutes
Minutes must be prepared, approved by the Chair and circulated to the members within 21 days of a meeting.
The minutes must be ratified by the members present at the meeting, signed by the Chair and submitted to the
Board.

7. AUTHORITIES AND ACCESS

The Committee, in performing its functions:

▪ May invite the external auditor, any other non-executive director, executive or employee of the
Company to attend a meeting of the Committee;
▪ As appropriate, have unrestricted access to Company employees, records and any other document,
report, material or information in their possession; and
▪ Has direct access to independent auditors, company, tax and other financial advisors and lawyers.

The Committee may initiate special investigations as it sees fit, or as directed by the Board, in relation to
matters set out in this Charter.

The Committee may obtain independent professional advice to assist it in the proper exercise of its powers
and responsibilities, with the cost to the borne by the Company.

8. DUTIES AND RESPONSIBILITIES

Understanding the Business

The Committee shall ensure it understands the Company’s structure, controls, and types of transactions in
order to adequately assess the significant risks faced by the Company in the current environment.

Financial Reporting

The Committee will review the draft half yearly and annual financial statements of the Company prior to
consideration by the Board, to assess whether they represent a true and fair view for reporting purposes,
financial position and performance.

The Committee must promote an environment in the Company that is consistent with best practice financial
reporting and appropriately reflects the financial status of the Company to external parties. In particular the
Committee will:

▪ Review significant financial and reporting issues, including complex or unusual transactions and
highly judgemental areas, and recent professional and regulatory announcements and understand
their effect on the financial report.
▪ Review management’s processes for ensuring and monitoring compliance with laws, regulations,
and other requirements.
▪ Review with management and the external auditors the results of the audit, including any
difficulties encountered.
▪ Review the annual financial report.

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 BRISBANE BRONCOS LIMITED
AUDIT COMMITTEE CHARTER
(Revised and Adopted by the Board 21 February 2018)

▪ Assess significant estimates and judgements in financial reports by asking management about the
process used in making material estimates and then ask the external auditors the basis for their
conclusions on the reasonableness of management’s estimates.
▪ Review with management and the external auditors all matters required to be communicated to
the Audit Committee under the Australian Auditing Standards.
▪ Consider the appropriateness of the accounting principles and policies adopted and any
amendments, as well as the methods of applying those principles and policies ensuring they are in
accordance with the stated financial reporting framework.
▪ Understand how management develops interim financial information and the nature and extent of
external auditor involvement.
▪ Assess management explanations for unusual transactions in documents to ensure the
information does not conflict with the financial statements or other documents.
▪ Review and discuss with the auditors and management the results of the annual audit of the
Group’s consolidated financial statements;
▪ Assess the management of non-financial information in documents to ensure the information does
not conflict with the financial statements or other documents.
▪ Recommend to the Board whether the financial and non-financial statements should be signed
based on the Audit Committee’s assessment of them.
▪ Review of any statements or commentary to be released to the ASX to accompany the half year
or annual financial statements;

The review of financial statements and reports should include a discussion with the external auditor of
accounting issues, accounting policies adopted, and the proposed audit report. Subject to Board approval of
the published financial statements, the Committee has authority to approve accounting issues raised, review
and interpret accounting policies adopted and the proposed audit report.

The Committee will note the Declarations signed by the Chief Executive Officer and Chief Financial Officer
required by section 295A of the Corporations Act.

Audit Responsibilities

The Committee will review and assess the key areas relating to the external audit of the Company. This
includes but is not limited to:

▪ Make recommendations to the Board on the appointment, remuneration and monitoring of the
effectiveness and independence of the external audit provider.
▪ Directly oversee the external audit tender process.
▪ Review and agree with the external auditor the terms of engagement for the external audit including
the audit fee.
▪ Monitor and assess the qualifications and effectiveness of the external auditor.
▪ Monitor and note compliance by the external auditor with the independence requirements imposed by
the Corporations Act 2001.
▪ Evaluate and review the lead partner of the external auditors, assuring regular rotation of the lead
audit partner as required by law;
▪ Review, assess and approve the provision of all audit and non-audit services by the external auditor,
with particular consideration to the potential to impair the external auditor’s independence or
judgement;
▪ Review all representation letters signed by management to ensure that the information provided is
complete and appropriate.
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 BRISBANE BRONCOS LIMITED
AUDIT COMMITTEE CHARTER
(Revised and Adopted by the Board 21 February 2018)

▪ Obtain the opinions of management of the auditors’ performance.

▪ Review and discuss with the auditor any audit problems or difficulties encountered during the course
of the audit, and management's response thereto.

9. COMMUNICATIONS WITH SHAREHOLDERS

The Committee shall review and discuss ASX press releases, as well as financial information and earnings
guidance provided to analysts and rating agencies if applicable.

The Committee shall review the half-year and full-year financial reports and Appendixes prior to the filing of
these with the ASX.

10. COMMITTEE PERFORMANCE

The Committee shall review its performance periodically to determine whether it is functioning effectively in
accordance with best practice.

11. CORPORATE GOVERNANCE

The Committee shall assist the Board to ensure appropriate corporate governance is in place.

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 BRISBANE BRONCOS LIMITED
AUDIT COMMITTEE CHARTER
(Revised and Adopted by the Board 21 February 2018)

12. LIMITATIONS OF THE AUDIT COMMITTEE

While the Committee has the responsibility and powers set forth in this Charter, it is not the duty of the
Committee to determine that the Company’s financial statements are complete and accurate and are in
accordance with the appropriate regulations. This determination is the responsibility of management and the
auditors.

It is not the duty of the Audit Committee to assure compliance with the Company’s Code of Ethics and
Conduct.

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