Terms of Reference for the Audit Committee

Constitution

1.   The Board of Directors (“the Board”) hereby resolves to establish a committee of the Board to be known as the Audit and Risk Committee (“the Committee”).

Membership

2.   The Committee shall be appointed by the Board and shall consist of not less than two non-executive directors of the Board.  A quorum shall be two members.

3.   The Chairman of the Committee shall be appointed by the Board from amongst the independent non-executive directors.

Attendance at meetings

4.   The Finance Director, head of internal audit and a representative of the external auditors shall attend meetings at the invitation of the Committee.

5.   The chairman of the Board, the CEO and other Board members shall attend, if invited by the Committee.

6.   There should be at least one meeting a year, or part thereof, where the external auditors attend without management present.

7. The Company Secretary shall be Secretary of the Committee.