Investor Relations

Audit Committee Report - Terms of Reference

References to “the Committee” shall mean The Audit Committee.
References to “the Board” shall mean the Board of Directors.

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1 Membership
1.1 The Committee shall comprise of the non-executive directors
1.2 The Board shall appoint the Committee Chairman who should be a non-executive director
1.3 The Company Secretary or their nominee shall be the Secretary of the Committee

2 Meetings
2.1 The Committee shall meet formally at least once a year
2.2 A meeting of the Committee may be called by any member of the Committee or by the Secretary
2.3 Notice of each meeting confirming the venue, time and date together with an agenda of items to be discussed shall be forwarded to each member of the Committee not fewer than 5 working days prior to the date of the meeting
2.4 The quorum for the Committee meetings shall be 2 of whom at least 1 must be independent of the management of the Company
2.5 In the absence of the Committee Chairman and/or an appointed deputy, the remaining members present shall elect one of their number to chair the meeting
2.6 The Committee should meet with the external auditors either together or with each separately, as deemed appropriate, at least once a year
2.7 The Secretary shall keep appropriate records of all meetings of the Committee with appropriate minutes of the proceedings and resolutions
2.8 Copies of the minutes of the meetings shall be circulated to all members of the Committee and to the chairman of the Board; any director may upon request to the Secretary of the Committee, as long as there is no conflict of interests, obtain copies of the Committee’s agenda and minutes
2.9 By invitation, others may attend the committee meetings

3 Duties
The Committee shall:
3.1 consider the appointment of external and internal auditors
3.2 review the relationship with external auditors; this includes the consideration of audit fees which should be paid as well as any other fees which are payable to auditors in respect of non-audit activities, discussions with the external auditors concerning such issues as compliance with accounting standards and any proposals which the external auditors have made vis-a-vis the Company’s auditing standards
3.3 review the financial reporting and internal control procedures
3.4 review the management of financial matters and focus upon the independence and objectivity of the external auditors
3.5 review the consistency of accounting policies both on a year to year basis and across the Company/group
3.6 ensure that the Chairman of the Committee attends the AGM prepared to respond to any shareholder questions on the Committee’s report and activities

4 Authority
The Committee shall:
4.1 oversee any investigation of activities which are within its terms of reference
4.2 have the right to seek any necessary information to fulfil the above
4.3 have the right to obtain outside legal help and any professional advice, at the Company’s expense, which might be necessary for the fulfilment of its duties
4.4 have the power to call any member of staff to be questioned at a meeting of the Committee as and when required