Refs to Audit Com discussed at Board Nov 05 - this version as at 29 Nov 05 with changes saved

Terms of Reference of the Audit Committee (as adopted on 26 November 2004 and amended on 24 November 2005) References to the Committee shall mean the Audit Committee. References to the Board shall mean the full Board of Directors. 1. Membership 1.1 The members of the Committee shall be appointed by the Board on the recommendation of the Nomination Committee in consultation with the Chairman of the Audit Committee and shall comprise of a Chairman and at least 2 other members, all of whom are independent non-executive directors. 1.2 Whilst the Committee itself will be made up entirely of independent non-executive directors, other individuals eg executive directors and internal auditors may be invited to attend as and when appropriate but invitees will have no right of attendance. The external auditors will be invited to attend meetings of the Committee on a regular basis. 1.3 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 remains independent. 1.4 The Board shall appoint the Committee Chairman from its number who shall be an independent non-executive director. In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of the members present to chair the meeting. 1.5 At least one member of the Committee shall have significant, recent and relevant financial experience. 2. ...