Audit and Risk Committee Charter

• Audit and Risk Committee membership
• Authority
• Functions
• Financial reporting
• Performance Reporting
• System of risk oversight and management
• System of internal control
• Additional functions of Audit and Risk Committees
• Conduct of the Audit and Risk Committee
• Conflicts of interest
• Additional functions of Audit and Risk Committees
• Assessment arrangements
• Review of charter

The Federal Court of Australia (FCA) was created under section 5 of the Federal Court of Australia Act 1976 as a superior federal court. The Federal Circuit and Family Court of Australia (FCFCOA) was created under section 8 of the Federal Circuit and Family Court of Australia Act 2021 (including Division 1 (s.9) and Division 2 (s.10)). The Chief Justices of the FCA and FCFCOA are responsible for the management of the administrative affairs of the Courts with the assistance of the respective Chief Executive Officers and Principal Registrars (CEO’s). The National Native Title Tribunal (NNTT) is a federal tribunal established by section 107 of the Native Title Act 1993).

For the purposes of the Public Governance, Performance and Accountability Act 2013 (PGPA Act), the Listed Entity manages the appropriations under an Appropriation Act for the ordinary annual services of the Government provided from time to time to the FCA, FCFCOA, NNTT and for the aligned corporate services of these Courts and Tribunal. The CEO of the FCA is the Accountable Authority for the Listed Entity, responsible for providing corporate services to the Courts and Tribunal. The officers and staff who support the FCA, FCFCO, NNTT and corporate services constitute a statutory agency for the purposes of the Public Service Act 1999 and the CEO of the FCA is the head of that statutory agency.

The Listed Entity has established an Audit and Risk Committee (the Committee) in compliance with section 45 of the PGPA Act and section 17 of the Public Governance, Performance and Accountability Rule 2014, (PGPA Rule), Audit Committees for Commonwealth Entities.

The Audit and Risk Committee Charter (the Charter) sets out the Committee’s role, authority, membership and tenure, functions, engagement, reporting and administrative arrangements.

Audit and Risk Committee Membership

Per s.17(3) of the PGPA Rule, the Committee will comprise of not less than three members, who have appropriate qualifications, knowledge, skills or experience to assist the Committee to perform its functions. These members will be appointed by the Accountable Authority¹

• The Accountable Authority will appoint the Chair of the Committee.
• The Committee is authorised to appoint a Deputy Chair who will act as Chair in the absence of the Chair.
• The Accountable Authority, Executive Director of Corporate Operations, Executive Director Corporate Strategy and Programs, Chief Financial Officer, and other management representatives may attend meetings as advisers or observers, as determined by the Chair, but will not be members of the Committee.
• A representative(s) of the ANAO will be invited to attend meetings of the Committee, as an observer.
• Committee members, taken collectively, will have a broad range of skills and experience relevant to the operations of the Listed Entity.
• At least one member of the Committee will have accounting or related financial management experience, with an understanding of accounting and auditing standards in a public sector environment.
• Committee members will be appointed for an initial period of three years. Members may be re- appointed after a review of their performance, for further periods as specified by the Accountable Authority.

Collectively, the Committee needs sufficient expertise to provide independent advice and assurance on the appropriateness of the Accountable Authority’s financial and performance reporting and the systems of risk management and oversight and internal controls for the Listed Entity. At a minimum, it is expected that members of the Committee would understand and observe the legal requirements of the PGPA Act, the PGPA Rule and Public Governance, Performance and Accountability (Financial Reporting) Rule 2014 (FRR), and any official guidance relevant to the performance of their functions.

Members are also expected to:

• gain a good understanding of the Listed Entity’s functions, objectives and operational context
• act in the best interests of the Listed Entity and the Commonwealth
• apply good analytical skills, objectivity and sound judgement
• continuously build, apply and maintain experience and awareness of the challenges and opportunities associated with the Listed Entity’s and the public sector’s operating context
• express opinions constructively and openly, raise matters that relate to the Committee’s responsibilities and pursue independent lines of inquiry
• contribute the time required to meet their responsibilities.

Committee members must not use or disclose information obtained by the Committee, except in meeting the Committee’s responsibilities, or unless expressly agreed by the Accountable Authority.

The Committee will be assisted by the Listed Entity’s internal audit function that will be responsible for delivering an internal audit program in line with the Entity’s Internal Audit Charter and the Committee’s guidance, which is subject to approval by the Accountable Authority. The Committee will exercise a governance role in relation to the Listed Entity’s internal audit function as outlined in the Internal Audit Charter. Such governance will include reviewing the Annual Internal Audit Plan, reviewing and following up internal audit recommendations, reviewing internal audit performance and meeting with internal auditors.

As required by s.17 AG(2)(a) of the PGPA Rule, information about each Committee member, including names, qualifications, knowledge, skills or experience, attendance at meetings and remuneration must be provided for the purposes of the Listed Entity’s Annual Report.

Authority

The Accountable Authority authorises the Committee, in accordance with its roles and responsibilities, to:

• obtain any information it requires from any official or external party (subject to any legal obligation to protect information)
• discuss any matters with the ANAO, or other external parties (subject to confidentiality considerations)
• request the attendance of any official, including the Accountable Authority, at Committee meetings
• obtain legal or other professional advice, as considered necessary to fulfil its role, at the Listed Entity’s expense, subject to approval by the Accountable Authority, or delegate.

Functions²

The required functions of the Committee under s.17(2) of the PGPA Rule include reviewing the appropriateness of the Accountable Authority’s:

1. financial reporting
2. performance reporting
3. system of risk oversight and management
4. system of internal control

for the Entity.

Financial reporting

The Committee will review the appropriateness of the Accountable Authority’s financial reporting for the Entity (subsection 17(2)(a) of the PGPA Rule). This includes reviewing the financial information systems and framework and the completeness and appropriateness of the Listed Entity’s financial reporting – including compliance with the mandatory requirements of the PGPA Act, the PGPA Rule, the FRR and supporting guidance.

The Committee will review and provide independent advice and assurance – including a written statement – to the Accountable Authority at the end of each financial year, prior to the Accountable Authority signing the financial statements, as to whether:

• the annual financial statements, in the Committee’s view, comply with the PGPA Act, the PGPA Rule, the FRR, the Australian Accounting Standards and supporting guidance
• additional information (other than the financial statements) required by the Department of Finance for the purpose of preparing Australian Government consolidated financial statements (including the supplementary reporting package) comply with the PGPA Act, the PGPA Rule, FRR, the Australian Accounting Standards and supporting guidance
• the Listed Entity’s financial reporting is appropriate, with reference to any specific areas of concern or suggestions for improvement.

Performance Reporting

The Committee will review the appropriateness of the Accountable Authority’s performance reporting for the Entity (subsection 17(2)(b) of the PGPA Rule).This requires the Committee to review the performance information systems and framework and the completeness and appropriateness of the Entity’s performance reporting – including compliance with the mandatory requirements of the PGPA Act, the PGPA Rule and the Commonwealth performance framework and supporting guidance.

The Committee will review and provide independent advice and assurance – including a written statement – to the Accountable Authority, at the end of each year, as to whether:

• the Listed Entity’s Portfolio Budget Statements and Corporate Plan contain appropriate details of how the entity’s performance will be measured and assessed
• the Listed Entity’s approach to measuring its performance throughout the financial year against the performance measures included in its Portfolio Budget Statements and corporate plan is appropriate and in accordance with the Commonwealth performance framework
• the Listed Entity has appropriate systems and processes for the preparation of its annual performance statements and inclusion of the statements in its annual report
• the Listed Entity’s annual performance statements and the performance reporting as a whole, comply with the PGPA Act and the PGPA Rule, with reference to any specific areas of concern or suggestions for improvement.

System of risk oversight and management

The Committee will review the appropriateness of the accountable authority’s system of risk oversight and management for the Listed Entity (subsection 17 (2)(c) of the PGPA Rule). This requires the Committee to gain a sufficient understanding of the Accountable Authority’s risk appetite and the Listed Entity’s operating environment and reviewing the risk system framework accordingly - for its maturity, completeness, and application of the mandatory requirements of the PGPA Act, the PGPA Rule, the Commonwealth Risk Management Policy and supporting guidance.

The Committee will review and provide independent advice and assurance – including a written statement – to the Accountable Authority, as to whether the Listed Entity’s:

• risk management framework and associated internal controls for effective identification and management of the Listed Entity’s business and financial risks, in keeping with the Commonwealth Risk Management Policy, are appropriate and whether an appropriate approach has been taken in managing the Entity’s risks
• process of developing and implementing the Entity’s fraud control arrangements is appropriate and whether the Entity has appropriate mechanisms for detecting, capturing and effectively responding to fraud risks
• reports on fraud from management, that outline any significant or systemic allegations of fraud, the status of any ongoing investigations and any changes to identified fraud risks in the Listed Entity are appropriate
• systems for risk oversight and management as a whole, with reference to the Commonwealth Risk Management Policy, are appropriate with reference to any specific areas of concern or suggestions for improvement.

System of internal control

The Committee will review the appropriateness of the Accountable Authority’s system of internal control for the Listed Entity (subsection 17 (2)(d) of the PGPA Rule). This requires the Committee to gain a sufficient understanding of the Listed Entity’s operating context, governance requirements, the Accountable Authority’s risk appetite, and reviewing the internal control framework accordingly – for its maturity and completeness and application of the mandatory requirements of the PGPA Act, the PGPA Rule and supporting guidance (eg. Resource Management Guide (RMG) 202)

The Committee will review and provide independent advice and assurance - including a written statement - to the Accountable Authority, as to whether the Listed Entity has:

• an appropriate approach to maintaining an effective internal control framework and whether appropriate processes are in place for assessing whether key policies and procedures are complied with
• relevant policies and procedures in place, such as Accountable Authority Instructions, delegations, and procedures for an effective internal security system, including ICT security, and a business continuity plan
• adequately considered legal and compliance risks as part of the Listed Entity’s enterprise risk management framework, fraud control framework and planning
• adequate internal audit coverage, taking into account the Listed Entity’s primary risks, and reviewing the internal audit annual work plan and Internal Audit Charter for approval by the Accountable Authority
• an appropriate system of internal control, with reference to any specific areas of concern or suggestions for improvement.

In addition to the above, the Committee should:

• review all internal audit reports and provide advice to the Accountable Authority on major concerns identified in those reports
• review any current and pending litigation or regulatory proceedings to which Entity is a party.

Additional functions of Audit and Risk Committees

Business continuity

• The Committee should satisfy itself that a sound approach has been followed in establishing the Listed Entity’s business continuity planning arrangements, including whether business continuity and disaster recovery plans have been periodically updated and tested. The Committee should assess this no less than once per year and be regularly informed when and how the Listed Entity has responded to a significant crisis management or business continuity event.

Ethical and lawful conduct

• The Committee should assess whether management has taken steps to embed a culture that promotes the proper use of Commonwealth resources and is committed to ethical and lawful behaviour. The Committee should assess this on an as required basis.

Portfolio responsibilities

• The Committee should satisfy itself that appropriate mechanisms exist for the Accountable Authority to inform the portfolio Secretary of all significant issues within the Listed Entity. The Committee should review the appropriateness of these mechanisms no less than once per year and be regularly informed and assess when the Listed Entity has presented significant issues to the portfolio Secretary.

Parliamentary committee reports, external reviews and evaluations

• The Committee should satisfy itself that the Listed Entity has appropriate mechanisms for receiving and reviewing relevant parliamentary committee reports, external reviews and evaluations of the Listed Entity and implementing, where appropriate, any resultant recommendations. The Committee should review the appropriateness of these mechanisms no less than once per year and be regularly informed and assess when Parliamentary committee reports, external reviews and evaluations have been received and responded to by the Listed Entity.

Compliance with the Listed Entity’s specific legislative requirements

• The Committee should satisfy itself that the Listed Entity has appropriate mechanisms for monitoring and ensuring compliance with its specific legislative requirements. The Committee should assess the appropriateness of these mechanisms no less than once per year and be regularly informed and assess when and how the Listed Entity is managing this compliance.

Conduct of the Audit and Risk Committee

Administrative arrangements

The Committee will develop an annual work plan detailing the actions to be taken to perform the

Committee’s functions and the provision and advice to the Accountable Authority. The work plan will include dates, locations, and proposed agenda items for each meeting for the forthcoming year and covers all the responsibilities outlined in this Charter.

The Committee will generally meet at least four times per year, and more often if required. Special meetings may be held to review the Listed Entity’s annual financial statements and performance statements or to meet other specific responsibilities of the Committee.

The Chair will call a meeting if requested to do so by the Accountable Authority and may call a meeting if requested by another Committee member.

Meetings can be held in person, by telephone or by video conference (via Microsoft Teams or other approved online video technology).

A quorum for any Audit and Risk Committee meeting will consist of a majority of Committee members, (including either the Chair or Deputy Chair).

Where appropriate, decisions of the Committee can be determined by written notation circulated to all members of the Committee and approved by a majority of Committee members.

Internal and external audit representatives will be invited to attend each meeting, as appropriate.

In undertaking its role, the Committee may meet separately with both the internal and external auditors, as required by the Committee.

Secretariat services will be provided to the Committee and ensure:

• the agenda for each meeting is approved by the Chair and then circulated together with other meeting papers to all members prior to the meeting
• the minutes of the meeting are prepared, maintained and approved by the Chair before being circulated to each Committee member and observers, as appropriate.

Conflicts of interest

Annual conflict of interest declarations

Once each year, members of the Committee will provide written Conflict of Interest declarations, through the Chair, to the Accountable Authority declaring any material personal interests they or their close family members may have in relation to their responsibilities. External members should consider past employment, consultancy arrangements and related party issues in making these declarations and the Accountable Authority, in consultation with the Chair, should be satisfied that there are sufficient processes in place to manage any real or perceived conflict.

Pre-meeting declarations of material personal interests applying to specific matters on meeting agenda

At the beginning of each Committee meeting, members are required to declare any material personal interests that may apply to specific matters on the meeting agenda. The Chair is responsible for deciding, in consultation with the Accountable Authority where appropriate, whether the member should excuse themselves from the meeting or from the Committee’s consideration of the relevant agenda item(s). Details of material personal interests declared by the Chair and other members, and actions taken, will be appropriately recorded in the minutes.

Assessment arrangements

The Chair, in consultation with the Accountable Authority, will undertake a review of the performance of the Committee at least once every two years. The review will be conducted on a self- assessment basis (unless otherwise determined by the Accountable Authority), with appropriate input sought from the Accountable Authority, Committee members, senior management, internal audit, the ANAO, and any other relevant stakeholders, as determined by the Accountable Authority.

The Chair will provide advice to the Accountable Authority on an external member’s performance where an extension of the member’s tenure is being considered.

Review of charter

As part of the Listed Entity’s continuous improvement approach and adopting best practices, the Committee will review this Charter at least once every two years, or as required (for example to address major policy or legislative changes). This review will include consultation with the Accountable Authority.

Any substantive changes to the Charter recommended by the Committee will be considered for formal adoption and approval by the Accountable Authority.

Approved:

Sia Lagos
Chief Executive Officer and Principal Registrar Federal Court of Australia in the capacity as the Accountable Authority of the Federal Court of Australia Listed Entity

Date: 24 June 2026

[1] Per s.17(4)(a) of the PGPA Rule, in the instance of an entity being a non-Corporate Commonwealth entity, as is the Listed Entity, all members of the Committee must be persons who are not officials of the Listed Entity. For these purposes, the “officials of the Listed Entity” are the statutory office holders, judicial officers, officers and employees of the Federal Court of Australia (FCA), Family Court and Federal Circuit Court of Australia (FCFCOA) and National Native Title Tribunal (NNTT) listed in paragraph 18ZB(a) of the Federal Court of Australia Act 1976. Per s.13(4) of the PGPA Act, Judges are not officials of the Listed Entity. Per s.17(4)(b) of the PGPA Rule, the majority of members must not be officials of any Commonwealth Entity. The Committee may have a temporary increase in the number of members as a result of staggering the rotation of members.

[2] PGPA Rule section 17(2) states that the functions of an Audit Committee must include reviewing the appropriateness of the Accountable Authority’s: financial reporting 17(2)(a), performance reporting 17(2)(b), system of risk oversight and management 17(2)(c), and system of internal control 17(2)(d). As such, these functions are mandatory.