Risk and Audit Committee Charter

The Charter

This document, to be known as the Risk and Audit Committee Charter (the Charter) of WorkCover Queensland (WorkCover), has been approved by the WorkCover Board of Directors (the Board).

Purpose

The purpose of this Charter is to outline the role, responsibilities, composition, and operating guidelines of WorkCover’s Risk and Audit Committee (the Committee).

Charter statement

The Committee has been established to assist the Board in fulfilling its corporate governance responsibilities in the areas of risk management, financial management and reporting, internal and external audit matters, the internal control environment and compliance.

WorkCover operates in accordance with the Financial and Performance Management Standard 2019, the 'Audit Committee Guidelines - Improving Accountability and Performance' issued by Queensland Treasury and other relevant legislative and regulatory requirements.

The Charter is publicly available on WorkCover's website to promote awareness and transparency of WorkCover's governance arrangements.

Role and objectives

The role and objectives of the Committee are to assist the Board in fulfilling its corporate governance responsibilities by:

• Providing a review function, independent of Management to ensure the reliability and integrity of financial information included in the Annual Report.
• Overseeing compliance with legislative, regulatory, contractual, policy, industry standards, and good governance principles.
• Obtaining assurance from Management that all financial and non-financial internal controls and risk and compliance management functions are operating effectively and reliably.
• Safeguarding the independence of the external and internal auditors.

The Committee does not replace or replicate Management responsibilities and delegations within WorkCover.

The Committee will provide prompt updates on its findings directly to the Board, particularly when issues are identified that could present a material risk or threat to WorkCover. Following each meeting, the Committee minutes will be circulated to all Directors and included in the agenda for the next Board meeting for noting.

The Committee may also engage collaboratively with other Board sub-committees from time-to-time as required.

Authority and independence

The Committee is established as a sub-committee of the Board and reports directly to it. The Committee does not hold decision‑making authority unless such authority is delegated by the Board.

The Committee has been delegated authority from the Board to:

• Conduct or authorise investigations into matters within its scope of responsibility.
• Access information, records and personnel of WorkCover for such purpose.
• Request the attendance of any employee, including members of the Executive, at Committee meetings.
• Conduct meetings with WorkCover’s internal and external auditors, as necessary.
• Obtain independent external advice to support the Committee’s deliberations.
• Review, endorse and approve Board frameworks and policies that are relevant to this Committee.
• Review and approve the annual audit plans and any subsequent changes to the plans.

Duties and Responsibilities

The Committee is directly responsible and accountable to the Board for the exercise of its duties and responsibilities.

In carrying out its duties and responsibilities, the Committee must at all times recognise that primary responsibility for the operational management of WorkCover rests with the Chief Executive Officer (CEO), in accordance with enabling legislation and delegation.

The Committee’s duties and responsibilities are to:

Financial Statements

• Review the appropriateness and relevance of accounting policies adopted by WorkCover.
• Review the appropriateness of significant assumptions and critical judgements made by Management, particularly around estimations which impact on reported amounts of assets, liabilities, income and expenses in the financial statements.
• Review, with Management and the external auditors, the results of the external audit and any significant issues identified.
• Exercise scepticism by questioning and seeking full and adequate explanations for any unusual transactions and their presentation in the financial statements.
• Analyse the financial performance and financial position and seek explanation for significant trends or variations from budget or forecasts.
• Ensure that assurance with respect to the accuracy, compliance and completeness of the financial statements is given by Management.
• Review the financial statements for compliance with prescribed accounting and other requirements.

Internal Control Environment

• Review, through the second line (i.e. Risk and Assurance) and third line (i.e. internal/external audit) functions, the adequacy of the internal control structure and systems.
• Review, through the second line and third line functions, whether relevant policies and procedures are in place and up to date, including those for the management and exercise of delegations, and whether they are complied with.
• Review through the Chief Financial Officer, whether the financial internal controls are operating efficiently, effectively and economically.

Performance Management

• Review WorkCover’s compliance with the performance reporting requirements of the Financial Accountability Act 2009, the Financial and Performance Management Standards 2019, and the 'Annual Report Requirements for Queensland Government Agencies'.

Internal Audit

• Review and approve the internal audit plan, its scope and progress, and any significant changes to it, including any difficulties or restriction on scope of activities, or significant disagreements with Management.
• Assess and contribute to the internal audit planning process relating to risks and threats to WorkCover.
• Review the proposed internal audit plan for the coming year to ensure that it covers key risks and that there is appropriate co-ordination with the external auditor.
• Review the findings and recommendations of internal audit and the responses to them by Management.
• Review the implementation of internal audit recommendations accepted by Management.
• Ensure that there is no material overlap between the internal and external audit functions.
• Review biennially the Internal Audit Charter to ensure that appropriate authority, access and reporting arrangements are in place.
• Monitor the activities of internal audit, including assessment of performance, and objectivity of the internal audit function.
• Review and if appropriate, approve Management requests to extend the implementation timeframes for:
  • Medium and high-rated internal audit actions; and
  • Low‑rated actions that require more than a single extension that is permitted under Management’s delegated authority.
• Review internal audit reports to ensure that where major breakdowns in controls or procedures have been identified, appropriate and prompt remedial action is taken by Management.
• Advising the Board on significant findings from internal audit reports.
• Review the selection, appointment, performance and fees charged by the internal auditors.
• Review the annual feedback on the performance of the internal audit function, including the quality and timeliness of internal audit's work, appropriateness of the annual internal audit plan and Management's engagement and responsiveness to internal audit.
• Meet with internal audit providers without Management personnel being present at least once a year.

External Audit

• Consult with external audit on the proposed audit strategy, audit plan and fees for the year.
• Review and approve the annual external audit plan.
• Review the external audit findings and recommendations (including from performance audits) and the responses to them by Management.
• Review the implementation of external audit recommendations and where issues remain unresolved ensure that satisfactory progress is being made to mitigate the risk associated with audit’s findings.
• Meet with external audit providers without Management personnel being present at least once a year.

Risk Management

• Monitor and review the effectiveness of the Risk Management Framework to ensure that appropriate processes are in place to identify, monitor, manage, escalate and report significant business risks, including fraud and material projects.
• Liaise with Management to ensure there is a common understanding of the key risks to WorkCover and ensure these risks are clearly documented in the quarterly risk reporting.
• Review project risk mechanisms (including reporting arrangements) for material projects (technology and otherwise) to ensure that sound and effective risk mitigation strategies have been implemented by Management to identify any emerging project risks.
• Monitor WorkCover’s performance against the Risk Management Framework, including whether it is operating within the risk appetite set by the Board.
• Review and endorse the Risk Management Framework for Board approval annually.
• Review the risk reporting on a quarterly basis, including:
  • approval of addition/removal of key risks and key risk indicators and tolerance thresholds/settings
  • review of initial setting of risk ratings and changes in ratings of risks;
  • consider that the register reflects the environment, emerging risks, organisational risks and other reporting provided by Management; and
  • consider the controls implemented by Management to manage risk and relevant risk treatment plans.
• Monitor risk trends including emerging claims risks and areas of increasing/decreasing risk, sources of risks and how organisational risks are being reported in quarterly risk reporting.
• Review reports on any material incidents involving fraud, significant compliance breaches or a breakdown of controls and the lessons learned.
• Review the corporate insurance program at least annually having regard to the organisation's business and its insurable risks.

Policy Governance

• Review and endorse the Policy Governance Policy for Board approval.
• Review and endorse or approve Board frameworks or policies that are relevant to this Committee.

Compliance

• Review the effectiveness of the system for monitoring WorkCover’s compliance with relevant laws, regulations, and policies, through internal audits and other processes.
• Review the findings of any examinations by regulatory agencies and any auditor observations.
• Review the details relating to compliance breaches that have been reported to the Committee as per the reporting guidelines in the Risk Management Framework and Compliance Policy.
• Initiate and supervise special investigations.
• Ensure business continuity planning arrangements are in place, including whether business continuity and disaster recovery plans have been periodically updated and tested.

Reporting

• The Secretary will circulate minutes of the Committee meetings to the Board, Committee members, and invited guests as appropriate.
• Committee members will not publicly comment on matters pertaining to the activities of the Committee.

The Committee may make recommendations to the Board on matters that arise from any of the above areas. The Committee Chair will report to the Board as soon as practical after each Committee meeting on matters that should be brought to the attention of the Board.

Committee Membership

Membership

• Members, including the Committee Chair, are appointed by the Board Chair and ratified by the Board.
• The Committee will consist of a minimum of three and a maximum of six Directors unless otherwise determined by the Board.
• At least one member will have ‘financial expertise’ as described in Queensland Treasury’s ‘Audit Committee Guidelines - Improving Accountability and Performance’.
• At least one member will have expertise in the industry in which WorkCover operates.
• Members will be independent and not employees of WorkCover or another Queensland State Government entity.
• The term of appointment to the Committee is subject to review by the Board Chair.
• Members are appointed on the basis of personal qualities, skills and experience.
• Members may resign from the Committee by providing sufficient notice to the Board Chair. The member will provide reasons for leaving and the date of resignation will be minuted by the Secretary.
• Members can be removed from the Committee by the Board Chair. The date of removal will be minuted by the Secretary.
• The Board Chair may stagger the replacement of Committee members to ensure continuity and experience, while introducing new members over time.

Committee Chair

• The Committee Chair will be appointed by the Board Chair.
• An independent Committee Chair will be appointed. They will not be an employee of WorkCover of another Queensland State Government entity.
• The Committee Chair will possess sound communication and strong leadership skills.
• The Committee Chair is directly responsible to the Board for the exercise of their responsibilities.

These responsibilities include:

• Leading the Committee.
• Providing updates to the Board on the work of the Committee following each meeting, including any changes to the annual audit plans, critical findings or emerging trends, reporting on any matters impacting the overall objectivity or independence, any significant delay in Management responding to or acting on recommendations/findings.
• Addressing issues without bias and encourage objective debate.
• Provide advice to the CEO and WorkCover from an objective and independent perspective.
• Monitor the training and education needs of Committee members.

Secretary

• The Company Secretary as appointed by the Board will be the Secretary and is responsible for facilitating Committee meetings and reporting duties.
• The Secretary, in consultation with the Committee Chair, will prepare and send notices of meetings and agendas, and accurately transcribe all decisions of the Committee in the minutes.
• The Secretary will table all correspondence, reports, and other information relevant to the Committee’s activities and operations.
• Where the Secretary is unable to attend a meeting, they may nominate a suitable and appropriately trained replacement to act as Secretary for that meeting, subject to prior approval by the Committee Chair.
• The Secretary will provide support to the CEO and Board Chair with the appointment, induction and retirement of Committee members.

Committee Meetings

Frequency and Convening of Meetings

• The Committee will meet at least four times a year and the schedule of meetings will be agreed in advance.
• The Committee Chair may convene a meeting at any time and must convene a meeting when requested by a quorum of directors.
• Meetings may take place either in-person or virtually using technology as required by the Committee and deemed appropriate by the Committee Chair.
• A member is considered present for a meeting whether in person or through the use of technology.

Quorum

• To conduct a meeting, the Committee must meet a quorum which is as at least half of the total number of directors currently serving on the Committee, rounded up to the nearest whole number if necessary.
• Any Committee member with a conflict of interest will be excluded from the quorum.

Annual Agenda/Committee Calendar

• The Committee should determine its own annual agenda, ensuring appropriate consultation with the CEO and Secretary to include emerging issues and emphasis on the most significant matters, risks and threats as they arise.
• The Secretary will prepare an annual agenda outlining the schedule of meetings and topics to be covered at each meeting.
• The Committee’s annual agenda will be approved by the Board as part of the formal Board and Committee annual plan.

Meeting Agendas

• The Secretary in conjunction with the Committee Chair, will draft an agenda for each meeting, which will be circulated to Committee members with associated papers.

Meeting Papers

• Meeting papers will be available for the Committee at least five business days before each Committee meeting and will be delivered to the Committee via the electronic board paper portal.
• In the event a member does not have access to a device at the time of the meeting, the Committee Chair may allow the members to be supplied with papers in an agreed format.

Minutes

• Minutes of Committee meetings will be prepared by the Secretary and reviewed by the Committee Chair.
• The Committee minutes will be circulated to all Directors following each Committee meeting and included in the agenda for the next Board meeting for noting.
• The minutes will be confirmed at the next Committee meeting and then signed by the Chair of the Committee (either physically or digitally).

Resolutions Without Meetings

• In consultation with the Committee Chair, a Circular Resolution may be issued to the Committee should a decision be required outside of the normal meeting cycle.
• The Secretary is responsible for preparing the resolution, distributing to members, recording responses, and documenting the outcome.
• A Circular Resolution is considered approved when a majority of members confirm they are in favour of the resolution.
  • If the required majority of members approve the document on the same day, that day is recorded as the date the resolution is passed.
  • If the members approve on different days, the resolution is taken to be passed on the date the final approval is received that is required to reach the majority.
• The outcome of the Circular Resolution must be recorded and presented at the next Committee meeting for noting as part of the official record.

Presiding at Meetings

• The Committee Chair will preside at all meetings. If the Chair is not present at a meeting, the Director chosen by the Directors present at the meeting will preside.

Voting

• Resolutions are decided by a majority of the votes of the Directors present who are and voting at the meeting (excluding any director who had a conflict of interest).
• The Committee Chair has the casting vote if the votes are equal.

Attendance

• Members must attend all meetings where practicable.
• If a member is unable to attend a meeting, the Secretary should be advised in advance of the meeting. Members will still receive papers if they are not attending the meeting.
• Directors who are not a part of the Committee have a standing invitation to attend Committee meetings.
• The CEO, or delegate, is invited to attend Committee meetings.
• Members of the Executive may be invited at the discretion of the Committee to attend for specific agenda item discussions.
• The Committee may invite other external parties to the meeting (with prior approval of the Committee Chair) as required.

Ethical Conduct

Conflicts of interest

• Members are required to declare any interests that could constitute an actual, perceived or potential conflict of interest with respect to participation on the Committee or specific Committee matters.
• Declarations must be made on appointment to the Committee, as conflicts change, and in relation to specific agenda items at the outset of each Committee meeting.
• If a conflict of interest is declared, mitigating action required will be assessed at the time. At a minimum, the Chair may require that the conflicted member will:
  • Refrain or remove themselves from participating in any discussion about related matters; and
  • Abstain from voting on any matter related to the conflict.
• If mitigating action is taken, this will be recorded in the meeting minutes and the Board’s Conflicts of Interest Register which is maintained by the Secretary.
• If the Committee Chair is a conflicted member, the remaining members of the Committee will document and inform the Board Chair of the matter.

Confidentiality

Members are governed by the requirements of the Code of Conduct in the performance of their duties.

The Committee must:

• Not disclose any confidential information.
• Use the confidential information only for the purpose of performing their role on the Committee.
• Ensure that any confidential information in its possession or control is protected against loss or unauthorised access, use, modification or disclosure or other misuse.
• Not disclose the confidential information to any person except with WorkCover’s prior written consent (at WorkCover’s discretion and subject to any conditions imposed).
• Immediately notify WorkCover if they become aware:
  • That a disclosure of confidential information is , or may be, required by law;
  • Of a breach of this clause; or
  • Of any loss, unauthorised access, use, modification, disclosure or other misused of any confidential information.
• Not take or retain any material containing any confidential information after the end of their tenure on the Committee.
• Immediately deliver all material in their possession or control containing the confidential information at WorkCover’s request.

Relationships

Internal Audit

The Committee will act as a forum for internal audit and oversee its planning, monitoring, and reporting processes. This process will form part of the governance processes which ensure that WorkCover’s internal audit function operates efficiently, effectively, and economically.

• The internal auditor will have a standing invitation to attend Committee meetings.
• The Committee Chair will meet with the internal auditor at least twice a year, if required.

External Audit

The Committee has no power of direction over external audit or the manner in which the external audit is planned or undertaken. The Committee will act as a forum for the consideration of external audit findings.

• The external audit function is performed by the Queensland Audit Office who reserve the right to outsource the function to a third party.
• The external auditor will have a standing invitation to attend Committee meetings.
• The Committee Chair will meet with the external auditor as required.

Committee Induction

Member Induction

All newly appointed Directors to the Committee will be provided with an appropriate induction. The induction will be facilitated by the Secretary, with the induction tailored to the Committee’s business as determined by the Committee Chair.

Committee Chair Induction

The Secretary is responsible for ensuring that the newly appointed Committee Chair receives an appropriate induction. An outgoing Committee Chair should ensure that the new Chair is sufficiently briefed to assume the role and that adequate handover includes a briefing on any significant outstanding matters or major emerging risks facing WorkCover.

Remuneration

Remuneration for the Committee is determined by the Queensland Government in accordance with the Remuneration Procedures for Part-time Chairs and Members of Queensland Government Bodies. Remuneration fee entitlements are advised to WorkCover on a Director’s appointment by the Queensland Government.

Performance Review

The Committee will self-assess the effectiveness and efficiency of its performance against the Charter. The method of review will subject to the discretion of the Committee Chair, who will provide a summary of the assessment to the Board Chair. The timing of the review will be as per the timing of the Board’s assessment.

Charter Review

This Charter will be reviewed annually, endorsed by the Committee and approved by the Board.

Charter endorsed by the Committee: 16 February 2026

Charter approved by the Board: 24 February 2026

Last Review Date: January 2026

Next Review Date: January 2027