Members and Chairman

The members and the Chairman of the Audit Committee (the "Committee") shall be appointed by the Board from amongst the independent non-executive directors of the Company.

Authority

The Committee is authorized by the Board to investigate any activity of the Company within its terms of reference. The Committee is authorized to obtain all the information and explanations which its members consider necessary to fulfill the duties of the Committee. In consultation with the Chairman of the Board, the Committee may obtain independent professional advice to assist the Committee in their work.

The Committee shall report to the Board on any of the following irregularities which come to its attention:

1. suspected frauds and other irregularities;
2. significant weaknesses in internal control and financial and other reporting;
3. non-compliance with policies and procedures of the Company; or
4. infringements of the applicable laws, rules and regulations.

Duties

The Committee shall assist the Board to fulfill its duties concerning internal control and financial and other reporting.

The major duties are as follows:

1. consider the appointment, resignation or dismissal of the external auditors;
2. review and discuss the audit plan of the external auditors and the resolution of prior year issues prior to the commencement of the annual audit to obtain assurance that all key risk areas are covered;
3. review and discuss the scope of work of any internal audit work to be performed; and
4. review the interim and annual reports and accounts before submission to the Board for approval.

The Committee may also attend to other duties requested by the Board.

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Frequency of meetings

The Committee shall meet at least twice a year. Additional meetings shall be held as the work of the Committee demands.

Attendance at meetings

The Chairman of the Committee may request members of the management and representatives of the external auditors to be present at Committee meetings.

Quorum of meetings

A quorum of a Committee meeting shall be two of its members.

Reporting procedures

The approved minutes of each Committee meeting shall be circulated to all members of the Board.

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