Audit committee disclosure requirements FAQs

Yes, entities are encouraged to report all the information required by the PGPA Rule together in one section in the annual report. This includes how much audit committee members are remunerated for being on the audit committee. While entities can include the remuneration figures elsewhere in the annual report (e.g. under remuneration for key management personnel), entities should ensure the figure is also reported with the audit committee information. This makes it easier for the information to be found and to confirm that all requirements have been met.

The PGPA Rule does not specify where the direct electronic address of the audit committee charter should be disclosed, however uploading the charter on the entity’s website seems to be the easiest and most suitable place. The direct electronic address disclosed in the annual report should be either a direct link to the charter itself (as either a PDF or HTML version) or to a landing page on which a link to the charter is hosted. It is not sufficient to provide a link to the home page of your entity website. The format of the direct electronic address itself can be either a URL or a hyperlink, however you should ensure that the file path is correct before completing your annual report. 
Whichever platform you choose to disclose your audit committee charter, the direct electronic address must allow the charter to be publicly available in a digital format.
 

Reporting the number of meetings attended by audit committee members should be done consistent with the requirements in the annual report i.e. number of meetings attended/total number of meetings conducted during the reporting period. Where audit committee members attended a reduced number of meetings because they served for part of the reporting cycle, this should be explained in the ‘notes’ section of the table, with corresponding markers linking the note to the specific information in the table. When reporting the number of meetings attended by audit committee members, this should only be in reference to the meetings attended in their capacity as an audit committee member (i.e. not the governing board or other committee meetings the audit committee member may also be attending in the reporting period).

Entities should provide biographical information relevant to the audit committee member’s position/area of expertise that they have accumulated and bring to their role as an audit committee member. Although a specific level of detail is not prescribed, it is expected that samples of the qualifications, knowledge, skills or experience would be included to demonstrate how each audit committee member contributes to the four legislative functions of the audit committee (and any additional functions prescribed by the accountable authority in the audit committee charter). The intention of this requirement is to allow each entity to present that their audit committee, as a whole, has the appropriate qualifications, knowledge, skills or experience to deliver the audit committee functions.

Yes. The figure provided for the remuneration of audit committee members should be GST inclusive.

Audit committee members are typically engaged under a contract arrangement. The remuneration in each contract will be unique to the qualifications, skills, knowledge, experience and the role performed by the audit committee member. For the purposes of audit committee remuneration disclosure in s17AG(2A), only the remuneration that members receive for being on the audit committee during the reporting period should be reported. 

Total remuneration for this purpose excludes any amounts received for other roles performed. For example, where members are also remunerated for being on the board, only the amount received for being on the audit committee should be reported in this section. Entities should not report the total amount received by the member for all duties performed. Where members are not remunerated, a $0 figure should be reported.

Elsewhere in the Annual Report where the total remuneration of key management personnel is disclosed, this figure includes remuneration for other roles and being on the audit committee.

Entities are encouraged to use cross-referencing to explain the components of total remuneration, including where individuals are also remunerated for audit committee membership. Entities can also explain that the audit committee component is separately disclosed in the audit committee remuneration section.

No. The Rule does not differentiate between internal and external members, and all audit committee members information needs to be reported. 

Yes. The name your accountable authority chose for its audit committee does not change its statutory functions, membership requirements or the entity’s reporting obligations in relation to its audit committee. This means the recent changes to the PGPA Rule including s17(4), s.17AG(2A) and s17BE(taa) will apply. You may need to review this information with your corporate/legal area, and review your audit and risk committee charter to verify it has the statutory functions required by the PGPA Act and Rule, and if so, treat it as the audit committee for the membership requirements in s17(4) and the reporting purposes of PGPA Rule s17AG and s17BE(taa).

Audit committee disclosures need to cover the full reporting period, consistent with other disclosures in the annual report. The gaining entity has an obligation to report the audit committee disclosure requirements for the full reporting period, and is responsible for obtaining information from the merged or abolished entity related to their audit committee conduct. Where necessary, notes should be used to explain details in relation to a Machinery of Government change.

It is common for entities to share an audit committee, particularly if they are sharing the audit committee of a portfolio department. In these circumstances, it should be made clear in the annual report if the audit committee is shared with another entity and it should indicate whether the disclosed information applies to all entities that share the audit committee, to avoid duplicating information across multiple annual reports. For example, where a member is paid a lump sum for working on a shared audit committee this figure should only be reported once in the principle entity annual report. In their annual reports, the other entities who share the audit committee should indicate that it is shared and remuneration can be found in the annual report of another entity, reporting a $0 figure for the remuneration of audit committee members.