Terms-of-reference-audit-Committee-2

ePRO EPRO Limited (Amended and restated with effect from 1 January 2009) Terms of reference of Audit Committee (the “Committee”) of the Board of Director (the “Board”) of EPRO Limited (the “Company”) and its subsidiaries (the “Group”) Membership 1. The Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall consist of not less than three members, a majority of whom should be independent. A quorum shall be two members. At least one member shall have the appropriate qualifications or experience in financial reporting. 2. The Chairman of the Committee shall be appointed by the Board and should be an independent director. 3. A former partner of the Company’s existing auditing firm shall be prohibited from acting as a member of the Committee for a period of one year commencing on the date of his ceasing: (a) to be a partner of the firm; or (b) to have any financial interest in the firm, whichever is the later. Attendance at meetings 4. The Financial Controller and/or the Head of Internal Audit, and a representative of the external auditors shall normally attend meetings. However, at least once a year the Committee shall meet with the external and internal auditors without executive Board members present. 5. The Company Secretary shall be the secretary of the Committee and shall keep full minutes of Committee meetings. Frequency of meetings 6. Meetings shall be held not less ...