AMA Group Limited

Safeguarding integrity in financial reporting

Financial Reporting

The Managing Director and the Chief Financial Officer have certified to the board in writing, prior to Board approval of the 2005 annual financial report, that:

the Company has in place a financial accounting system to correctly record and explain all transactions and financial position and performance of the Company and that would enable true and fair financial statements to be prepared and audited;
the Company’s financial reports:

(i) present a true and fair view, in all material respects, of the company’s financial condition and operating results;

(ii) are in accordance with relevant accounting standards; and

(iii) are founded on a sound system of risk management and internal compliance and control which implements the policies adopted by the Board;

Audit Committee

All members of the committee are independent non-executive Directors and the chairman of the committee is not the chairman of the Board. Meetings of the committee may be attended by invitation by the Managing Director and the Chief Financial Officer/Company Secretary. All members of the Committee are financially literate (i.e. they are able to read and understand financial statements) and have an understanding of the industry in which the Company operates. However, none of the Committee members are qualified accountants or financial professionals and in this regard, the Committee does not comply with Recommendation 4.3. The Directors do not believe that at this stage the Company is of a size, or has affairs of such complexity, to warrant the appointment of a Director who is a qualified accountant or financial professional. However, the Board will monitor that position regularly and assess the composition of the Audit Committee if circumstances change.

The Audit Committee will provide an independent review of the effectiveness of:

the accounting and internal control systems and management reporting, which are designed to safeguard company assets;
financial information produced by the Company;
the accounting policies adopted by the Company;
the quality of the internal and external audit functions;
external auditor’s performance and independence as well as considering such matters as replacing the external auditor where and when necessary;
and approving internal audit plans including identified risk areas.

Introduction

AMA Group Limited Corporate Governance Introduction

Lay a solid foundation for management and oversight

Functions and Responsibilites of the Board and Management

Structure the board to add value

Composition of the Board, Director Selection, Board Committees, and Independent Professional Advice

Promote ethical and responsible decision-making

Codes of Conduct and Share Trading Policy

Safeguarding integrity in financial reporting

Financial Reporting and Audit Committee

Make timely and balanced disclosure

Requirements of the ASX