TERMS OF REFERENCE OF AUDIT COMMITTEE

  1. MEETINGS

    2.1

    The quorum for a Committee meeting shall be at least two (2) members, who must be Independent Directors.

    2.2

    The Committee shall meet at least four (4) times a year and such additional meetings as the Committee Chairman shall decide.

    2.3

    Notwithstanding paragraph 2.2 above, upon the request of any member of the Committee, non-member Directors, the Internal or External Auditors, the Chairman shall convene a meeting of the Committee to consider the matters brought to its attention.

    2.4 The External Auditors have the right to appear and be heard at any meeting of the Committee and shall appear before the Committee when required to do so. However, at least twice a year, the Committee shall meet with the External Auditors without the presence of the executive board members and management.
    2.5 The non-member Directors and employees of the Company shall normally attend the meetings at the Committee’s invitation, to assist in its deliberations and resolutions of matters raised.
    2.6 The Internal Auditors shall be in attendance at all meetings to present and discuss the audit reports and other related matters as well as the recommendations relating thereto and to follow-up on all relevant decisions made. The Committee shall meet with the Internal Auditors at least twice a year, without the presence of the executive board members and management.