The Audit Committee (“AC”) comprises three members, all of whom including the Chairman are Independent Non-executive Directors. The members of the AC are as follows:
The AC has adopted terms of reference on 7 October 2010 and its principal functions are to:
(a) review the financial reporting process, management of financial risks and the audit process;
(b) review the audit plans and results of the external auditors’ examination and evaluation of the group’s systemsof internal accounting control and any matters which the external auditors wish to discuss (in the absence ofmanagement where necessary);
(c) review the scope and results of the internal audit procedures;
(d) review the financial statements of the Company and the consopdated financial statements of the Group before their submission to the Directors of the Company and the external auditors’ report on those financial statements;
(e) review the quarterly and annual announcements on the results and financial position of the Company and of the Group;
(f) review the co-operation and assistance given by the management to the Group’s external auditors;
(g) evaluate the cost effectiveness, independence and objectivity of the external auditors and the nature and extent of the non-audit services provided by them;
(h) make recommendation to the Board on the appointment, re-appointment and remuneration of the external auditor of the Company;
(i) evaluate the adequacy and adherence of the internal control systems including administrative, operating and internal accounting control of the Group;
(j) review interested person transactions and connected transactions to ensure that they are on normal commercial terms and not prejudicial to the interests of the Company or its shareholders.
The AC is authorised to investigate any matter within its terms of reference, and has full access to the management and resources which are necessary to enable it to discharge its functions properly. It also has full discretion to invite any director or executive management to attend its meetings.