Common use of Approved Auditor Clause in Contracts

Approved Auditor. (a) The Trustee shall, with the consent of each of the NSW Government and JHISE, appoint and continue to retain an Approved Auditor to be the auditor of the Trustee. (b) The Trustee shall, before purporting to appoint an Approved Auditor, give Notice to the NSW Government and JHISE setting out: (i) the name and address of the proposed appointee; (ii) the qualifications and experience of the proposed appointee; and (iii) all information that it has concerning the independence (or potential conflicts of duty affecting or that may affect) the proposed appointee (including any information concerning the matters set out in clause 5.12(d)(iii)). (c) The consent of each of the NSW Government and of JHISE to the appointment of any Approved Auditor shall not be unreasonably withheld. If the Trustee gives Notice in accordance with clause 5.12(b) and the NSW Government or JHISE (as the case may be) either gives consent or does not give Notice to the Trustee Board refusing consent (with reasons) within one month of the Trustee Board’s Notice to it, the Trustee Board may appoint the Person specified in its Notice. (d) The Approved Auditor must at all times: (i) be a registered company auditor; (ii) have appropriate qualifications and experience to be able to perform the audit expected to be performed as at the time of the appointment; and (iii) not be associated with the current Approved Actuary of the Trustee or the NSW Government Reviewing Actuary and not associated with any firm who has held either of those roles within the last 5 years. (e) If after having made reasonable enquiries and assessment the Trustee has not been able to identify an auditor who meets all of the requirements set out in clause 5.12(d) above, or the NSW Government or JHISE has given Notice refusing consent in accordance with clause 5.12(c), the Trustee shall notify the other Parties of that fact and, failing agreement between the Parties within 21 days as to an auditor acceptable to all of the Parties, the Trustee shall promptly refer the matter and relevant correspondence between the Parties (including reasons for refusal to a particular auditor being appointed)) to the President of the Institute of Chartered Accountants of Australia, who shall have the sole power to determine an available auditor who best meets those requirements. Upon being given Notice of such auditor, the Trustee must promptly offer to engage the selected auditor to audit the Trustee on usual commercial terms. Any refusal by JHISE or NSW Government to consent to the appointment of a Person as an Approved Auditor does not prevent the said President from appointing that Person as the Approved Auditor. (f) The reports of the Approved Auditor to the Trustee shall be provided to the Trustee with copies to JHISE and the NSW Government. (g) The Trustee must: (i) prepare a set of consolidated financial statements for the Trustee and the Liable Entities in respect of each Financial Year during the Term, in accordance with requirements applicable under the Corporations Act and in accordance with Australian generally accepted accounting principles (or on such other basis as may be agreed between the Parties); and (ii) engage the Approved Auditor to audit those financial statements on a timely basis in respect of each Financial Year and to provide a copy of the relevant audit reports to the other Parties to this deed.

Approved Auditor. (a) The Trustee shall, with the consent of each of the NSW Government and JHISEJHINV, appoint and continue to retain an Approved Auditor to be the auditor of the Trustee. (b) The Trustee shall, before purporting to appoint an Approved Auditor, give Notice to the NSW Government and JHISE JHINV setting out: (i) the name and address of the proposed appointee; (ii) the qualifications and experience of the proposed appointee; and (iii) all information that it has concerning the independence (or potential conflicts of duty affecting or that may affect) the proposed appointee (including any information concerning the matters set out in clause 5.12(d)(iii)). (c) The consent of each of the NSW Government and of JHISE JHINV to the appointment of any Approved Auditor shall not be unreasonably withheld. If the Trustee gives Notice in accordance with clause 5.12(b) and the NSW Government or JHISE JHINV (as the case may be) either gives consent or does not give Notice to the Trustee Board refusing consent (with reasons) within one month of the Trustee Board’s Notice to it, the Trustee Board may appoint the Person specified in its Notice. (d) The Approved Auditor must at all times: (i) be a registered company auditor; (ii) have appropriate qualifications and experience to be able to perform the audit expected to be performed as at the time of the appointment; and (iii) not be associated with the current Approved Actuary of the Trustee or the NSW Government Reviewing Actuary and not associated with any firm who has held either of those roles within the last 5 years. (e) If after having made reasonable enquiries and assessment the Trustee has not been able to identify an auditor who meets all of the requirements set out in clause 5.12(d) above, or the NSW Government or JHISE JHINV has given Notice refusing consent in accordance with clause 5.12(c), the Trustee shall notify the other Parties of that fact and, failing agreement between the Parties within 21 days as to an auditor acceptable to all of the Parties, the Trustee shall promptly refer the matter and relevant correspondence between the Parties (including reasons for refusal to a particular auditor being appointed)) to the President of the Institute of Chartered Accountants of Australia, who shall have the sole power to determine an available auditor who best meets those requirements. Upon being given Notice of such auditor, the Trustee must promptly offer to engage the selected auditor to audit the Trustee on usual commercial terms. Any refusal by JHISE JHINV or NSW Government to consent to the appointment of a Person as an Approved Auditor does not prevent the said President from appointing that Person as the Approved Auditor. (f) The reports of the Approved Auditor to the Trustee shall be provided to the Trustee with copies to JHISE JHINV and the NSW Government. (g) The Trustee must: (i) prepare a set of consolidated financial statements for the Trustee and the Liable Entities in respect of each Financial Year during the Term, in accordance with requirements applicable under the Corporations Act and in accordance with Australian generally accepted accounting principles (or on such other basis as may be agreed between the Parties); and (ii) engage the Approved Auditor to audit those financial statements on a timely basis in respect of each Financial Year and to provide a copy of the relevant audit reports to the other Parties to this deed.