Membership

The committee shall be members of, and be appointed by, the board of directors and shall comprise at least two directors that have diverse, complementary backgrounds.

In addition, the committee chair shall have leadership experience and strong finance, accounting and/or business background. At least one member shall have a reasonable level of accounting and/or related financial management expertise as determined by the board of directors.

Role

• To review and approve the half year financial report and the annual financial report.


• To review the company’s internal financial control system and, unless expressly addressed by a separate risk committee or by the board itself, risk management systems;


• To provide assurance to the board that it is receiving adequate, timely and reliable information;


• To make recommendations to the board in relation to the appointment of the external auditor and to approve the remuneration and terms of engagement of the external auditor;


• To monitor and review the external auditor’s independence, objectivity and effectiveness, taking into consideration relevant professional and regulatory requirements; and


• To develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm.

Meetings

• The committee meets at least once every half year, with further meetings on an as required basis.


• Minutes of all meetings of the Committee are to be kept and the Minutes and a report of actions taken to be given at each subsequent meeting of the full board of directors.


• Committee meetings will be governed by the same rules, as set out in the company’s constitution as they apply to the meetings of the board.


• Any written matters raised by the auditors are to be discussed and dealt with at full board meetings. The auditors, by request, may attend audit committee meetings and board meetings to discuss any matter that they believe warrants attention by the board. The auditors are also to attend shareholder meetings of the company.