/GOVERNING BODIES
/AUDIT AND CONTROL COMMITTEE
Audit and Control Committee
The Board is responsible for appointing an audit and control committee (the “Audit and Control Committee”). The Audit and Control Committee comprises not less than three and not more than five members, all of whom must be Directors. The majority of the members of the Audit and Control Committee must be independent. A Director appointed to the Audit and Control Committee shall remain a member of the Audit and Control Committee for as long as he remains a Director.
The chairman of the Audit and Control Committee (the “Audit Control Committee Chairman”) is appointed by the Board for a term of three years. Following the completion of this term, the Audit Committee Chairman may only be reappointed for one additional term of three years.
The Audit and Control Committee has a supervisory role and must operate independently from the Board. It is required to:
01. provide updates to the Shareholders at Shareholders’ Meetings regarding any developments within its areas of responsibility;
02. propose to the Board which firm of auditors should be appointed by the Company;
03. propose the terms and conditions (including the scope of work required, term of appointment and renewal provisions) under which any firm of auditors should be appointed by the Company;
04. supervise the internal audits of the Company;
05. understand the Company’s internal risk control systems;
06. maintain relations with the auditors of the Company and ensure they remain independent from the Company; and
07. receive and hold relevant information arising from any audit of the Company, as is required by all relevant laws and in accordance with standard audit methods.
The Audit and Control Committee must meet at least once a quarter. Resolutions are passed by a simple majority of votes cast. In the event of a tied vote, the Audit Control Committee Chairman casts the deciding vote. A quorum is present if not less than half of the Audit and Control Committee’s members plus one are present.