Cryosite : CTE- Audit and Risk Committee Charter 7-FEB-2017

ACN 090 919 476

1. Introduction

2. This Charter governs the roles, responsibilities, composition and membership of the Audit and Risk Committee (Committee) of Cryosite Limited (Company).

3. The conduct of the Committee is also governed, where applicable, by the constitution of the Company (Constitution).

4. Objectives
5. Audit

   The purpose of the Committee is to assist the board of Directors of the Company (Board) in fulfilling its statutory, corporate governance and oversight responsibilities by:

6. monitoring and reviewing:

7. the integrity of the Company's internal financial reporting and external financial statements;

8. the effectiveness of internal financial controls;

9. the independence, objectivity and performance of external auditors; and

10. the policies on risk oversight and management; and

11. making recommendations to the Board in relation to the appointment of external auditors and approving the remuneration and terms of their engagement.

    Ultimate responsibility for the integrity of the Company's financial reporting rests with the full Board notwithstanding the establishment of the Committee.

12. Risk management

    The purpose of the Committee is to also assist the Board in fulfilling its responsibilities relating to the risk management and compliance practices of the Company.

    Ultimate responsibility for risk oversight and risk management rests with the full Board notwithstanding the establishment of the Committee.

13. Composition
14. Members

    To the extent practicable given the size and composition of the Board from time to time, the Committee should have at least two members,. The members of the Committee will be appointed and removed by the Board.

15. Expertise

    Each member of the Committee must be able to read and understand financial statements.

    To the extent practicable given the size and composition of the Board from time to time, the Committee must include:

16. at least 1 member who has financial expertise, that is, a qualified accountant or other professional with experience of financial and accounting matters;

17. all members are financially literate, that is, are able to read and understand financial statements; and

    Members of the Committee must have an appropriate level of understanding of the principles of corporate governance, including knowledge of the Australian Securities Exchange (ASX) Corporate Governance Principles and Recommendations (Recommendations).

18. Chair and Secretary

    To the extent practicable given the size and composition of the Board from time to time, the Board will appoint an chairperson to the Committee (Chair).

    The Company secretary will act as secretary of the Committee (Secretary) unless determined otherwise by the Board.

19. Meetings
20. Frequency

    The Committee will meet as frequently as required in order to undertake its role effectively but must, at a minimum, meet three times a year.

    The Secretary must call a meeting of the Committee if requested to do so by any member of the Committee.

21. Agenda and notice

    The Secretary will be responsible, in conjunction with the Chair, for drawing up the agenda (supported by any necessary explanatory documentation) and circulating it to Committee members prior to each meeting. The Secretary must notify members of the Committee of the date, time and location of Committee meetings as far in advance as possible.

22. Quorum

    A quorum for Committee meetings will be at least 2 members, save that to the extent there is an independent director on the Committee 1 of the members constituting the quorum must be an independent director.

23. Minutes

    The Secretary is responsible for taking minutes of each meeting and distributing them to Committee members as soon as practicable after the close of the meeting.

    The minutes should ordinarily be included in the papers for the next full Board meeting after each Committee meeting.

24. Attendance

    The Committee may invite any person to attend part or all of any meeting of the Committee as it considers appropriate. Voting at Committee meetings is restricted to Committee

    members. Any member of the Board may attend a meeting of the Committee as an invitee on their request.

    The external auditor may be invited to attend any Committee meeting to review the audit plan, discuss audit results and consider the implications of external audit findings.

25. Powers
26. Access

    The Committee has unrestricted access to management, external auditors and all Company records for the purpose of carrying out its responsibilities under this Charter.

    The Committee will meet with external auditors, in the absence of management, as often as required, but not less than once a year.

27. Investigations

    The Committee has the power to interview management and, without management present, to:

28. conduct any investigations;

29. seek explanations and additional information;

30. engage any independent experts; and

31. interview any external auditors.

    The Committee has the power to engage any independent experts that it considers necessary or appropriate to help it fulfil its duties. Costs associated with these investigations will be borne by the Company.

32. Responsibilities
33. Risk oversight and management policies

    The Committee is responsible for providing the Board with advice and recommendations regarding the ongoing development of risk oversight and management policies that set out the roles and respective accountabilities of the Board, the Committee and management.

    The policies should cover the areas of oversight, risk profile, risk management, compliance and control and assessment of adequacy and effectiveness.

34. Risk management and internal control environment

    The Committee shall consider and use its reasonable endeavours to:

35. maintain an up-to-date understanding of areas where the Company is, or may be, exposed to risk and compliance issues and check that management is effectively managing those issues, such as:

36. non-compliance with laws, regulations, standards and best practice guidelines including industrial relation, occupational health and safety, environmental and trade practice laws;

37. important judgements and accounting estimates;