AUDIT COMMITTEE terms of ref

AUDIT COMMITTEE: Terms of Reference Adopted pursuant to a resolution of the Board of Directors dated 19 February 2004, amending earlier resolutions dated 30 December 1992 and 9 March 2001. Note: References to “The Committee” shall mean the Audit Committee and references to “The Board” shall mean the full Board of Directors of Stagecoach Group plc (“the Company”). A. Membership 1. The Committee shall comprise of a Chairman and at least two other Non-Executive Directors. (Other individuals may be invited to attend all or part of any meeting as and when appropriate, e.g. the Chairman of the Board, Executive Directors, the Head of Group Risk Assurance and representatives from the Group Finance function.) 2. All members of The Committee shall, in the opinion of The Board, be independent of the management of the Company. 3. The Board shall appoint The Committee Chairman who shall be a Non-Executive Director and determine the period for which he/she shall hold office. The Chairman of The Board shall not be a member of The Committee. 4. Members of the Committee shall be appointed by the Board, on the recommendation of the Nomination Committee in consultation with the Chairman of The Committee. At least one member of The Committee shall have recent and relevant financial experience. Appointments to The Committee shall be for a period of up to three years, which may be extended for two further three-year periods, provided the Director ...