Audit Committee - 2.09

AUDIT COMMITTEE COMMITTEE MEMBERS Mr. Iain F. BRUCE – Independent Non-executive Director (Chairman) Dr. The Hon. Sir David Kwok-po LI – Independent Non-executive Director Mr. Jan Peter Seeberg ERLUND – Independent Non-executive Director TERMS OF REFERENCE 1. Membership The Committee shall be appointed by the Board from amongst the non-executive Directors of the Company consisting of a majority of independent non-executive directors whose terms shall run concurrently with their terms as directors. Two members shall constitute a quorum provided that at least one independent non-executive director shall be present throughout each meeting. 2. Chairman The Chairman of the Committee shall be selected amongst the independent non-executive directors of the Company and shall be appointed by the Board. 3. Attendance at Meetings The Chairman of the Committee may invite the Group financial officer or other executives or third parties to attend meetings, or parts of meetings. At least once a year the following should be invited to meet with the Committee:- - The representative of the external auditor - The Group internal auditor 4. Proceedings of Meetings Notice of at least 14 days should be given of a regular committee meeting. An agenda and accompanying meeting papers should be sent in full to all committee members at least three days before the intended date of committee meeting. Any member may request for meetings by ...