Audit committee
Terms of Reference
A Membership
1. The Committee shall consist of a chairman and at least two other members (each of whom shall be independent non-executive directors) and such other non-executive directors as appointed by the Board.
2. At least one of the members of the Committee should have recent and relevant financial experience and should preferably have a professional qualification from one of the professional accountancy bodies.
3. The Chairman of the Board shall not be a member of the Committee.
4. The Company secretary shall be the Secretary of the Committee and the services of the Company Secretarial department shall be made available to the Committee.
B Meetings
1. The Committee shall meet formally at least three times a year. There should be a sufficient interval between Audit Committee and Main Board meetings.
2. A meeting of the Committee may be called by any member of the Committee or by the Secretary. The external auditors may request a meeting if they consider one is necessary.
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 five working days prior to the date of the meeting.
4. The quorum of the committee meetings shall be two.
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.
6. The Committee should meet with the external auditors as deemed appropriate, at least twice a year when interim and final accounts are presented. At least annually, the Committee should meet the internal and external auditors without management being present.
7. Other directors (executive and non-executive) shall attend meetings only at the request of the Committee.
8. The Committee Chairman shall make a report to the Board of Directors after each Committee meeting.
9. The Secretary shall keep appropriate records of all meetings of the Committee with appropriate minutes of the proceedings and resolutions, such minutes to be distributed to every director
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