1. The Board hereby resolves to establish a Committee of the Board to be known as the Audit Committee ("The Committee") with the membership, authority and duties described below.

2. The Committee shall be appointed by the Board from amongst the non-executive directors of the Company and shall consist of not less than three members, a majority of whom should be independent. A quorum shall be two members.

3. The Chairman of the Committee shall be appointed by the Board and should be an independent director.

4. The Group's "qualified accountant", the Group Internal Auditor, and a representative of the external auditors shall normally attend meetings. However, at least once a year the Committee shall meet with the external and internal auditors without the presence of management.

5. The Company Secretary shall be the secretary of the Committee and in the absence of the Company Secretary, a member of the Committee shall act as the secretary.

6. Meetings shall be held at least twice a year. The external auditors or any members of the Audit Committee may request a meeting with or without the presence of management if they consider that one is necessary.

7. The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees will be directed to co-operate with any request made by the Committee.

8. The Committee is authorised by the Board subject to prior discussion concerning likely costs, to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.

9. The duties of the Committee shall be :

(a) to make recommendation to the Board on appointment, reappointment and removal of the external auditor, and to approve the remuneration and terms of engagement of the external auditor, and any questions of resignation or dismissal of that auditor;

(b) to review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standard;

(c) to discuss with the external auditor before the audit commences the nature and scope of the audit and reporting obligations, and ensure co-ordination where more than one audit firm is involved;

(d) to develop and implement policy on the engagement of the external auditor to provide non-audit services;

(e) to monitor integrity of the interim and annual financial statements and interim and annual report and accounts, and to review significant financial reporting judgments contained in them before submission to the Board, focusing particularly on : -
 (i) any changes in accounting policies and practices;
 (ii) major judgmental areas;
 (iii) significant adjustments resulting from the audit;
 (iv) the going concern assumptions and any qualifications;
 (v) compliance with accounting standards; and
 (vi) compliance with the Exchange Listing Rules and other legal requirements in relation to financial reporting;

(f) to consider any significant or unusual items that are, or may need to be, reflected in such reports and accounts and give due consideration to any matters that have been raised by the Group's "qualified accountant" or auditors;

(g) to review the Group's financial controls, internal control and risk management systems;

(h) to discuss with management the system of internal control and ensure that management has discharged its duty to have an effective internal control system;

(i) to consider any findings of major investigations of internal control matters as delegated by the Board or on its own initiative and management's response;

(j) to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the Group, and to review and monitor the effectiveness of the internal audit function;

(k) to review the Group's financial and accounting policies and practices;

(l) to discuss problems and reservations arising from the interim and final audits, and any matters the auditor may wish to discuss (in the absence of management where necessary);

(m) to review the external auditor's management letter, any material queries raised by the auditor to management in respect of the accounting records, financial accounts or systems of control and management's response, and to ensure that the Board will provide a timely response to the issues raised;
(n) to report to the Board on the matters raised in the Code on Corporate Governance Practices set out in Appendix 14 of the Listing Rules;

(o) to review arrangements by which employees of the Group may, in confidence, raise concerns about possible improprieties in financial reporting, internal control or other matters. The Committee should ensure that proper arrangements are in place for the fair and independent investigation of such matters and for appropriate follow-up action; and

(p) to consider other topics, as defined by the Board.

10. Full minutes of the meetings of the Committee should be kept by the Secretary. Draft and final versions of minutes of the Committee meetings should be sent to all members of the Committee for their comment and records respectively within a reasonable time after the meeting.

11. The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.