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Audit Committee Charter

1. Composition of the Audit Committee

The full Board performs the function of an Audit Committee.

At least one member is to have relevant qualifications and experience.

From time to time, non-Board members may be invited to attend Board meetings when audit matters are being discussed, if it is considered appropriate.

2. Role of the Audit Committee

The Board’s role as an Audit Committee is to:

  1. monitor and review the integrity of the financial reporting of the Company, reviewing significant financial reporting judgments;
  2. review the Company’s internal financial control system and, unless expressly addressed by a separate risk committee, risk management systems;
  3. monitor, review and oversee the external audit function including matters concerning appointment and remuneration, independence and non-audit services;
  4. monitor and review compliance with the Company’s Code of Conduct; and
  5. perform such other functions as assigned by law or the Company’s Constitution.

3. Operations

The full Board shall meet in its capacity as an Audit Committee at least annually, with further meetings on an as required basis. Minutes of all such meetings are to be kept and the meetings are to be governed by the same rules as set out in the Company’s Constitution, as they apply to meetings of the Board.

A separate independent Chair, other than the chair of the Board, may be elected to chair the meeting when the Board meets as the Audit Committee.

4. Authority and Resources

The Board may seek provision of educational information on accounting policies and other financial topics relevant to the Company, to assist in fulfilling their duties. Further, the Board may seek explanations and additional information from the Company’s external auditors, without management present, when required.

When considered necessary or appropriate, the Board may conduct or authorise investigations and may retain independent legal, accounting or other advisors.

5. Reporting to the Board and Shareholders

To assist the Board to carry out its audit function, the Board should compile a report, at least annually, on the following matters:

  1. assessment of whether external reporting is consistent with Board members’ information and knowledge and is adequate for shareholder needs;
  2. assessment of the management processes supporting external reporting;
  3. recommendations for amending the Company’s Procedures for the Selection and Appointment of the External Auditor and procedures for the rotation of external audit engagement partners;
  4. recommendations  for  the  appointment  or,  if  necessary,  the  removal  of  the external auditor;
  5. assessment  of  the  performance  and  independence  of  the  external  auditors. Where the external auditor provides non-audit services, the report should state whether  the  Board  is  satisfied  that  provision  of  those  services  has  not compromised the auditor’s independence; and
  6. the  results  of  the  Board’s  review  of  risk  management  and  internal  control systems.

The Chair of the Audit Committee, if appointed, is to be present at the annual general meeting to answer questions, through the Chair of the Board.

6. Responsibilities

Annual responsibilities of the Board’s function as the Committee are as set out in the

Audit Committee Charter – Annual Action Points (attached).