Terms Of Reference Of Audit Committee

Composition
Authority
The Audit Committee is authorized by the Board to investigate any activity of the Group within its terms of reference and they shall be provided with the resources that are required to perform their duties. The Audit Committee has full and unrestricted access to any information pertaining to the Group and can communicate directly with the external and internal auditors. In discharging their duties, the Audit Committee is entitled to obtain external legal or other independent professional advice, if required.

Meetings The Audit Committee shall meet at least four times a year.

The quorum for a meeting shall be at least two members where a majority of members present must be Independent Directors.

Questions arising at any meeting shall be determined by a majority of votes. The Chairman of the Committee, or the Secretary, on the requisition of any member, the Internal Auditor or the External Auditors, shall any time summon a meeting of the Committee by giving reasonable notice unless all the members of the Committee waive notice of a meeting. Notice of a meeting may be given in writing or by any other means of communication. The Executive Directors shall normally attend the meetings but may be asked to leave a meeting as and when deemed necessary by the Audit Committee. A representative of the external auditors shall attend the meeting to discuss and finalise matters relating to the annual financial statements and such other matters as may be deemed necessary by the Audit Committee.

The Chairman of the Committee shall be entitled, where deemed appropriate, to invite any other person to a meeting of the Committee at which that person’s expertise may be required having regard to the subject matter to be discussed. The Audit Committee should meet with the external auditors without any executive Board members present at least twice a year.

The Company Secretary is the Secretary to the Audit Committee. The Audit Committee Members are provided with the agenda and relevant committee papers at least 5 business days before each Meeting. Minutes of the Audit Committee Meeting are distributed to the Board for notation and the Chairman of the Audit Committee reports to the Board on key issues discussed.

Minutes
Minutes of the meetings shall be duly entered into the books provided for the purpose of all resolutions and proceedings of all meetings of the Audit Committee. The minutes shall be formally tabled to the Board for noting and action. All recommendations of the Committee shall be submitted to the Board for approval.

Duties
The duties of the Audit Committee shall be to review and report the same to the Board:-