Audit and Risk Committee Charter

KAZAKHSTAN POTASH CORPORATION LIMITED ACN 143 441 285

(“Company”)

 

1. PURPOSE

1.1 This document sets out:

1.1.1 the roles, responsibilities, composition and membership of the Audit and Risk Committee (‘the Committee’); and

1.1.2 the operation of the Committee and its interrelation with the Board.

1.2 In the compilation of this Code, the Company has where possible followed the recommendations of the ASX Corporate Governance Principles and Recommendations, 2nd edition (2007).

2. DEFINITIONS

2.1 In this Charter:

Board means the Board of the Company;

Code means this Code of Conduct as amended from time to time;

Senior Management means employees of the Company who manage the Company pursuant to the directions and delegations of the Board.

3. AUDIT AND RISK COMMITTEE

3.1 The Committee is responsible for advising the Board in relation to risk oversight and management policies that set out the roles and accountabilities of the Board, the Committee and Senior Management in relation to risk profile, risk management, compliance and assessment of effectiveness.

3.2 The Committee will provide the Board with advice and recommendations regarding the establishment, implementation and review of:

3.2.1 risk management systems;

3.2.2 Company policies and procedures; and

3.2.3 a Company risk profile (updated yearly by the Committee) that details and forecasts probabilities of financial and non-financial risks which the Company faces.

3.3 The Committee are responsible for ensuring Senior Management have put in place an effective system which identifies, assesses, monitors and manages risk in the Company in areas such as conflicts of interest and arm’s length dealings.

3.4 The Committee will assist the Board in fulfilling its corporate governance and oversight responsibilities in relation to the Company’s finances by:

3.4.1 monitoring and reviewing and directing the amendment where necessary, of the Company’s financial statements to ensure compliance with the relevant Australian Accounting Standards and the requirements of the ASX Listing Rules and theCorporations Act 2000 (Cth);

3.4.2 reviewing and amending where necessary internal financial and audit controls and accountability mechanisms;

3.4.3 ensuring the independence, objectivity and competency of internal and external auditors and audit processes and the separation of internal and external audit functions;

3.4.4 reviewing the performance of the external auditors; and

3.4.5 recommending to the Board the appointment and removal where necessary of external auditors and approving their remuneration and terms of engagement.

4. COMPOSITION

4.1 The Committee will consist of one non-executive and one executive Director and an independent member selected by the Board who is a qualified accountant or other financial professional.

4.2 The members of the Committee will be appointed and removed by the Board.

4.3 The Company Secretary will act as the Secretary for the Committee.

5. MEETINGS

5.1 Meetings of the Committee will be chaired by the non-executive director member.

5.2 The Committee will meet as frequently as required but must meet at least twice a year.

5.3 Minutes are to be recorded and distributed to the Board by the Secretary.

 6. POWERS

6.1 The Committee has unrestricted access to Senior Management and all company records and must be provided with unrestricted access to all internal audit processes in the absence of Senior Management.

6.2 The Committee will meet with any external auditors in the absence of management as often as required.

6.3 The committee may conduct investigations where appropriate to fulfil its function and may:

6.3.1 engage independent experts; or

6.3.2 question employees, Senior Management or Directors of the Company to seek further explanation or further information in regard to investigations.

7. REPORTING

7.1 The Committee must report to the Board at the next meeting of the Board following a meeting of the Committee, and place copies of the Minutes recorded from the meeting of the Committee in the Board papers.

7.2 The Minutes recorded from the meeting of the Committee must also be tabled at the Board meeting.

7.3 The Committee must cause to be published on the Company website a copy of this Charter and a copy of the Company’s risk management policies as amended by the Committee.