Audit and Compliance Charter

Exhibit A to Agenda Item 2 AUDIT AND COMPLIANCE COMMITTEE CHARTER DILIGENT BOARD MEMBER SERVICES, INC. PURPOSE The Audit and Compliance Committee (“Audit Committee”) of the Board of Directors (“Board”) assists the Board in fulfilling its oversight responsibilities by reviewing: • The integrity of the Company’s financial statements and financial reporting process; • The qualifications and independence of the independent auditors and the performance of the Company’s internal audit function and independent auditors; • Compliance with legal and regulatory requirements; • Other matters as directed by the Board or this charter; • And approving the report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement. COMPOSITION AND MEMBERSHIP The Board appoints, from among the directors, the members of the Audit Committee. The Audit Committee shall consist of at least three directors, all of whom shall meet independence and experience requirements in accordance with the Securities and Exchange Act of 1934 (the “Act”) and the regulations thereto and the listing rules of NZX. At least one member of the Audit Committee shall be an “audit committee financial expert” as defined in the Act and its regulations. AUTHORITY The Audit Committee shall recommend the hiring of the independent auditors who shall be appointed by the Board. The independent auditors shall report directly ...