Policies

FarmWorks Australia Limited’s Share Trading Policy

Click here to view current Trading Policy.

FarmWorks Australia Limited’s Ethical Behaviour Policy

In compliance with Corporate Governance rules implemented by the Australian Securities Exchange for all publicly listed companies, this policy outlines FarmWorks Australia’s expectations for all staff and associates relative to Ethical Behaviour and in line with the FarmWorks Australia Share Trading Policy, it is expected that all staff and associates will comply with this policy and adhere to it for the complete duration of their employment and association with FarmWorks Australia.

Code of Conduct

FarmWorks Australia has advised each Director, manager and employee that they are expected to act with the utmost integrity and objectivity, striving at all times to enhance the reputation and performance of the Company.  Every employee has a nominated supervisor to whom they may refer any issues arising from their employment.  The Board reviews the Ethical Standards policy regularly and processes are in place to promote and communicate these policies.

The policy covers the following items:

  • aligning the behaviour of the Board and management with the code of conduct by maintaining appropriate core company values and objectives;
  • fulfilling responsibilities to shareholders by delivering shareholder value;
  • usefulness of financial information by maintaining appropriate accounting policies, practices and disclosures;
  • fulfilling responsibilities to clients, customers and consumers by maintaining high standards of product quality, service standards, and commitments to fair value;
  • employment practices such as occupational health and safety, employment opportunity, the community activities, sponsorships and donations;
  • responsibilities to the individual, such as privacy, use of privileged or confidential information, and conflict resolution;
  • compliance with legislation including policies on legal compliance in countries where the legal systems and protocols are significantly lower than Australia’s;
  • managing actual or potential conflicts of interest;
  • corporate opportunities such as preventing Directors and key executives from taking improper advantage of property, information or position for personal gain;
  • confidentiality of corporate information;
  • reporting of unlawful or unethical behaviour including protection of those who report violations in good faith; and
  • the processes for monitoring and ensuring the compliance with the code of conduct.

FarmWorks Australia is committed to upholding the highest standard of Corporate Governance and will ensure thorough investigation and potential disciplinary action may be upheld if anyone is found guilty of misconduct relevant to this policy.

Audit Committee Charter

1. Purpose.

The Audit Committee of the Board of Directors shall assist the Board in fulfilling its oversight responsibility with respect to:

  • FarmWorks accounting and financial reporting practices and the audit process;
  • the quality and integrity of FarmWorks’ financial statements;
  • the independent auditors’ qualifications, independence, and performance;
  • the performance of FarmWorks’ internal audit function; and
  • legal and regulatory compliance (recognizing that other board committees assist the Board of Directors in reviewing certain areas of legal and regulatory compliance).

2. Composition.

The Audit Committee shall be composed of at least two (2) non-executive Directors, with a majority being independent. The Chairman of the Audit Committee may not be the Chairman of the Board.  Each member must satisfy the applicable requirements of the Australian Securities Exchange or any other stock exchange on which FarmWorks’ shares may trade and the Australian Corporations Act 2001, as such requirements are interpreted by the Board in its business judgment. Director’s fees are the only compensation an Audit Committee member may receive from FarmWorks.

3. Authority and Responsibilities.

The Audit Committee is directly responsible for the appointment, termination, compensation, and oversight of the work of FarmWorks’ independent auditors (including the resolution of disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. It shall report regularly to the Board. FarmWorks’ independent auditors shall report directly to the Audit Committee. The Audit Committee shall pre-approve all permissible non-audit services and all audit, review or attest engagements required under the securities laws to be rendered by the independent auditors. Alternatively, FarmWorks may enter into engagements to render such services pursuant to pre-approval policies and procedures established by the Audit Committee; provided, that such policies and procedures are detailed as to the particular service, the Audit Committee is informed of each service and such policies and procedures do not include the delegation of Audit Committee responsibilities under the Australian Auditing Standards and Corporations Act 2001 to management.

The Audit Committee may, to the extent it deems necessary or appropriate, conduct or authorize investigations into any matter within the scope of its authority and may retain legal counsel, accountants and others to assist it in the conduct of its responsibilities, including investigations. The Audit Committee shall receive appropriate funding, as determined by the Audit Committee, from FarmWorks, for payment of (a) compensation to the independent auditor employed by FarmWorks for the purpose of rendering or issuing an audit report or performing other audit, review or attest services for FarmWorks, (b) compensation to any special legal, accounting or other consultants employed by the Audit Committee and (c) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. The Audit Committee may consult with management and may delegate any of its responsibilities and duties to one or more members of the Audit Committee, except to the extent such delegation would be inconsistent with the requirements of the Australian Securities Exchange’s Listing Rules.

The Audit Committee shall:

  • meet separately, periodically, with FarmWorks’ independent auditors and with FarmWorks’ management.
  • at least annually, evaluate the qualifications, performance, and independence of FarmWorks’ independent auditors and appoint a firm of independent public accountants to act as FarmWorks’ independent auditors. This evaluation shall include the review and evaluation of the lead partner of FarmWorks’ independent auditors and take into account the opinions of FarmWorks’ management.

In connection with this evaluation and appointment, the Audit Committee shall obtain and review a report by FarmWorks’ then current independent auditors describing:

  • the independent auditors’ internal quality-control procedures;
  • any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with any such issues; and
  • all relationships between the independent auditors and FarmWorks.

The Audit Committee shall:

  • discuss with the independent auditors any relationships disclosed in that report and shall, if necessary, take appropriate action to ensure the auditors’ independence; and
  • oversee compliance of FarmWorks’ rotation policy for the partners and employees of its independent auditors with the requirements of the Australian Auditing Standards and the Australian Corporations Act 2001. The Audit Committee shall consider the regular rotation of FarmWorks’ independent auditors and report its conclusions to the Board.

Review and discuss with management and the independent auditors:

  • the annual audited financial statements and interim financial statements, including FarmWorks’ disclosures under the “operating and financial review and prospects” and the matters required to be discussed pursuant to the Australian Auditing Standards, before their incorporation into FarmWorks’ filings with the Australian Securities Exchange and Australian Securities and Investment Commission;
  • the scope, procedures and fees for the proposed audit for the current year and, at its conclusion, review that audit including any comments or recommendations by the independent auditors;
  • major issues regarding accounting principles and financial statement presentations, including significant changes in FarmWorks’ selection or application of accounting principles and major issues as to the adequacy of FarmWorks’ internal controls and any special audit steps adopted in light of material control deficiencies;
  • analyses prepared by management or FarmWorks’ independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of financial statements, including interpretations adopted by the International Accounting Standards Board; and
  • the effect of regulatory and accounting initiatives, as well as off-balance sheet structures (if any), on FarmWorks’ financial statements.

Review and discuss with FarmWorks’ independent auditors:

  • any problems or difficulties encountered in the course of the audit work, including any restrictions on the scope of the independent auditors’ activities or on access to requested information and management’s response, and any significant disagreements with management;
  • any report by the independent auditors required by the Australian Auditing Standards and Corporations Act 2001 including any report relating to critical accounting policies and practices to be used in connection with the audit of FarmWorks, all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, the ramifications of the use of those alternative disclosures and treatments, and the treatment preferred by the independent auditors, and other material written communications between the independent auditors and management;
  • any information obtained from the independent auditors with respect to illegal acts in accordance with the Australian Accounting Standards and Corporations Regulations 2001;
  • review and discuss (with management and the independent auditors, as appropriate) FarmWorks’ major financial risk exposures and the steps management has taken to monitor and control those exposures, including FarmWorks’ risk assessment and risk management policies; and
  • adopt guidelines governing the hiring of employees or former employees of the independent auditors who were engaged on FarmWorks’ account in compliance with the Australian Accounting Standards and Corporations Regulations 2001.

Establish procedures for:

  • the receipt, retention and treatment of complaints received by FarmWorks regarding accounting, internal accounting controls or auditing matters;
  • the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;
  • review any disclosures made to the Audit Committee by FarmWorks’ chief executive officer or chief financial officer relating to their certification obligations under the Australian Accounting Standards and Corporations Regulations 2001; and
  • review with the independent auditors, and financial management, the adequacy, effectiveness and quality of the FarmWorks’ accounting and financial reporting principles, policies, procedures and controls, and elicit from them any recommendations for improvements.

4. Education

FarmWorks is responsible for providing new members with appropriate orientation briefings and educational opportunities, and the full Committee with educational resources relating to accounting principles and procedures, current accounting topics pertinent to FarmWorks and other material as may be requested by the Committee. FarmWorks will assist the Committee in maintaining appropriate financial literacy.

5. Annual Performance Evaluation.

The Audit Committee shall review and assess the adequacy of its charter annually and recommend any proposed changes to the Board for approval.

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