Audit TOR effective Jan 2009

BOARD AUDIT COMMITTEE TERMS OF REFERENCE (Adopted by the board on 1 December 2008 to become effective 1 January 2009) Constitution 1. There shall be a committee of the board to be known as the Audit Committee (the committee) 2. The committee shall comprise wholly of independent non-executive directors.. The committee will appoint one of its members to act as chairman. The chairman of the company may not be chairman of the committee. 3. The company secretary shall act as secretary for the committee and shall keep appropriate minutes of its proceedings. Minutes of the meeting will be circulated to all members of the board and, if the committee so chooses, to the auditor. The chairman of the committee shall ascertain at the beginning of the meeting the existence of any conflict of interest and arrange for them to be minuted accordingly. Where there is such a conflict, the member shall not participate in deliberations and decisions and in appropriate cases shall on, request, withdraw from the meeting to enable discussions to take place in their absence. For the purposes of a quorum, the member shall not be counted. 4. Only members of the committee are entitled to be present at committee meetings but other individuals, including executive directors and external auditors, may attend at the invitation of the committee. However, the committee will have the right to require that executive directors, the company secretary and other ...