AUDIT GOVERNANCE & RISK COMMITTEE

The Audit, Governance and Risk Committee (AGRC) is a Board Committee.

Terms of Reference

Committee Terms of Reference – last reviewed and re-approved by Board – June 2025

Outputs

• oversight on the Board’s behalf of the audit process, including necessary liaison with the CEO/executive and with auditors
• monitoring BF’s governance including liaison with CEO/executive and partners on governance audits and advice on necessary actions
• creating, managing and monitoring a Risk Register for BF on the Board’s behalf

Committee Members

• Jade Clarke (Chair of AGRC and Elected Director)
• Thomas Nippress (Elected Director)
• John Troiano (Elected Director)
• Alex O’Connell (Senior Independent Director)

Observers

• Sara Pantuliano (BF Board Chair)
• Georgina Usher (CEO)
• Helen Hewson (Finance Director)

Quorum: three directors.

Upcoming Meeting Dates

Meetings will typically be held online Wednesdays at 10am, one week before the BF Board meeting.

2026 (at least 2 weeks prior to the Board), Thursday 10am – 12am,

• 26th Feb
• 11th Jun
• 17th Sep
• 26th Nov

Appointments

Members of the AGRC are expected to have relevant financial competence or qualifications. These will be reviewed by NomCom (on behalf of the Board) at the time of appointment of the Director to the committee with reference to the Board Skills Matrix.