ROI COMITE AUDIT UK

AUDIT COMMITTEE INTERNAL REGULATIONS A. Purpose The Audit Committee is appointed by the Board of Directors of ROSIER SA in order to fulfil the following duties: - assist the Board in monitoring: the integrity of Company’s financial statements, Company compliance with legal and regulatory financial and accounting obligations, the Statutory Auditors’ competence and independence, the execution of Company’s internal audit functions, as well as Statutory Auditors’ functions, and - prepare any report required by law for inclusion in the Company’s annual report. B. Organisation 1. The Audit Committee shall comprise at least three non-executive Directors. The majority of its members shall be independent. Audit Committee members shall have the necessary skills to effectively fulfil their duties, especially in terms of finance. The Chairman of the Committee is appointed by the Board. The Chairman of the Board cannot chair the Committee. 2. Audit Committee members are appointed by the Board for a renewable four year term, not exceeding their terms as Directors of the Company. C. Committee meetings and resources 1. The Audit Committee shall meet at least twice annually at the call of its Chairman. The quorum shall consist of a majority of members. 2. Subject to prior notice to the Chairman of the Board, the Audit Committee can recruit legal, accounting or other consultants to advise the Committee. The Audit Committee ...