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Terms of Reference - Audit  and Risk Management Committee

The Audit and Risk Management Committee shall be governed by the following terms of reference.



Composition of Audit and Risk Management Committee


The Committee shall be appointed by the Board from among its members and shall consist of not less than 3 members of whom a majority shall not:


          (a) be executive directors of the company or any related corpora­tion


          (b) comprise a spouse, parent, brother, sister, son, daughter or adopted  daughter of an executive

               director of the company or of any related corporation; or


          (c) comprise persons having a relationship which, in the opinion of the Board, would interfere with

               the exercise of independ­ent judgement in carrying out the functions of the Committee.



The Committee shall elect a chairperson from among its members who is not an executive director or employee of the company or any related corporation.



In the event that a number of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the Board of Directors shall, within 3 months of that event, appoint such member of new months as may be required to make up the minimum number of 3 members.



Duration of Membership



Members of the Committee shall be appointed for an initial period of 3 years after which they will be eligible for reappointment.


Frequency of Meeting



The Committee shall meet at least four times a year.



In addition, the chairperson shall convene a meeting of the Committee if requested to do so by any member, the management of the internal or external auditors to consider any matter within the scope and responsibilities of the Committee.



Attendance At Meetings



The group accountant, the internal auditor, and a representative of the external auditor shall normally attend meetings.  However, the Committee may invite any person to be in attendance to assist it in its deliberations.


Secretary to the Audit and Risk Management Committee



The company secretary shall be the secretary of the Committee.






A quorum shall consist of a majority of committee members who are independent non-executive director.



Duties of Audit and Risk Management Committee



The duties of the Audit and Risk Management Committee shall be:


          (a)  to consider the appointment of the external auditors, the audit fees, and any questions of resignation or dismissal.

          (b)  to discuss with the external auditors before the audit and com­mences, the nature and scope of the audit, and the assistance given by the 

                Company's officers to the auditors and ensure coordination where more than one audit firm is involved.

          (c)  to discuss problems and reservation arising from the interim and final audits, and any matters the external auditors may wish to                                 discuss (in the absence of management where neces­sary).

          (d)  to review the internal audit programme, consider the major findings of internal audit investigations and management's response (in the                     absence of management where necessary), and ensure  co-ordination  between  the  internal  and  external auditors.

          (e)  to keep under review the effectiveness of internal control systems, and in particular review the external and internal auditors'                                     management letters and management's responses.


           (f)  to review the half-year and annual financial statements before submission to the Board, focused particularly on:


                   - any changes in accounting policies and practices

                   - major judgemental areas

                  - significant adjustments resulting from the audit

                  - the going concern assumption

                  - compliance with the accounting standards

                  - compliance with the stock exchange and legal requirements

                  - any related party transaction that may arise within the Company or Group


          (g)  to undertake additional duties, as may be agreed to by the Audit Committee and the Board of Directors.


           (h)  to report to the Board its activities, significant results and findings.





The Committee is authorised by the Board of Directors to investi­gate any activity within its terms of reference.  It is authorised to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Committee.



The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the at­tendance of outsiders with relevant experience if it considers this necessary.

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