About NamPost
Audit Committee Mandate

OVERALL PURPOSE 

The Audit Committee is established to assist the board of directors in fulfilling its oversight responsibilities relating to the preparation of accurate financial statements, the control systems and audit process, safeguarding of assets and the company's process for monitoring compliance with laws and regulations and the code of conduct. 

The Audit Committee is constituted interms of the requirements of sound corporate governance practices and operates within that framework. 

The Committee should not perform any management functions or assume any management responsibilities.  It provides a forum for discussing business risk and control issues to develop relevant recommendations for consideration by the board. 

In performing its duties, the committee will maintain effective working relationships with the board of directors, management and the internal and external auditors. 

To perform his or her role effectively, each committee member will obtain an understanding of the detailed responsibilities of committee membership as well as the company’s business, operations and risk. 

The membership, resources, responsibilities and  authorities of the Committee, is stipulated in this charter,which may be amended by the Board from time to time. 

AUTHORITY 

The board authorises the audit committee, within the scope of its responsibilities, to:

  • Seek outside counsel, accountants or others to advise the committee or to assist in an investigation;
  • Seek any information it requires from any employee.  All employees are directed to co-operate with any request made by the Committee in the course of its duties;
  • Meet with company officers, external auditors or outside counsel as necessary in the course of its duties. 

Ensure the attendance of company officers at meetings as appropriate. 

The CEO and the Head of Internal Audit should report all frauds and dishonest actions to the AuditCommittee. 

ORGANISATION Membership 

The Audit Committee will consist of three non-executive directors whom shall be both independent and financially literate. The board will appoint committee members.The board shall appoint a chairperson and determine the period for which he or she shall hold office. 

The chairperson of the board shall not be eligible to be appointed as chairperson of the Audit Committee.  The board has the power at any time to remove any members from the Audit Committee and to fill any vacancies created by such removal. 

Members will be appointed for a three year term of office. A quorum for any meeting will be two members.

The secretary of the audit committee will be the Company Secretary. 

ATTENDANCE AT MEETINGS 

The Committee will meet not less than four times a year.  Special meetings maybe convened as required.  Internal auditor the external auditors may convene a meeting if they consider that it is necessary. 

Reasonable notice of meetings and the business to be conducted along with appropriate briefing materials shall be given to the members of the Audit Committee, the head of internal audit and the external audit partner to make proposals as necessary. 

The quorum for decisions of the Audit Committee shall be any two members of the committee present.

The Audit Committee, in their discretion, may invite such other persons to its meetings, as it deems necessary to attend and make presentations at meetings. No attendee shall have a vote at meetings of the committee. 

The Audit Partner in charge of the external audit and the Head of Internal Audit shall be in attendance at meetings. They have unrestricted access to the chairperson or any other member of the Audit Committee as may be required in relation to any matter falling within the remit of the committee. 

The Audit Committee should, on a regular basis, meet separately with the Head of Internal Audit and the external audit partner to discuss any matters that the committee or auditors believe should be discussed privately. 

The chairman of the audit committee shall have the right to exclude from the meeting, or from any item of the agenda, any person, should in his opinion any conflict of interest become evident. 

The minutes of all meetings of the Audit Committee, or summaries thereof, shall be submitted to the Board at the immediate following board meeting. 

ROLES AND RESPONSIBILITIES 

The audit committee will carry out the following responsibilities:

FINANCIAL REPORTING

Gain and understanding of the current areas of greatest financial risk and how management is managing these effectively. 

Consider with the internal and externa lauditors any fraud, illegal acts, deficiencies in internal control or other similar issues. 

Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statement. 

Review any legal matters that could have a significantly impact the financial statements. 

Review the annual financial statements and determine whether they are complete, consistent with the information known to committee members and reflect appropriate accounting principles. 

Pay particular attention to complex and or unusual transactions. 

Focus on judgmental areas, for example those involving valuation of assets and liabilities; warranty, product or environmental liability; litigation reserves; and other commitments and contingencies. 

Meet with management and the external auditors to review the financial statements and the results of the audit. 

Review the other sections of the annual report before its release and consider whether the information is understandable and consistent with member’s knowledge about the company and its operations. 

INTERNAL CONTROL 

Evaluate whether management is setting the appropriate “control culture” by communicating the importance of internal control and the management of risk and ensuring that all employees have an understanding of their roles and responsibilities. 

Consider the effectiveness of the company's control procedures over annual financial reporting, business risk management and information technology security to maintain effective internal control systems. 

Review the company’s statement on internal control systems prior to endorsement by the board, and in particular:

  1. the procedures fo ridentifying business risks and controlling their impact on the company;
  2. the company’s policies for preventing or detecting fraud;
  3. the company’s policies and processes for ensuring that the company complies with relevant regulatory and legal requirements;
  4. the operational effectiveness of the policies and procedures. 

Understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations together with management's responses. 

Review significant cases of employee conflict of interest, misconduct, fraud or any other unethical activity by employees or the company. 

Consider all relevant matters referred to it by the Board. 

INTERNAL AUDIT 

Review with management and the Head Internal Audit the charter, audit plan, activities, staffing and organisational structure of the Internal Audit department. 

Ensure there are noun justified restrictions or limitations placed on the scope of audit units or the performance of reviews. 

Review and concur in the appointment, re-assignment or dismissal of the Head of Internal Audit.

Evaluate the qualifications, independence and effectiveness of the internal auditors. Review the results of work performed by the internal audit function in relation to any significant investigations and the management responses. 

Review the significant matters reported by the department and the adequacy of corrective action taken in response by management. 

Review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing

Review the co-ordination between the Internal Audit department and the external auditors to co-ordinate audit coverage and avoid duplication of work. 

Review any issues of material or significant dispute or concern between the Internal Audit department and the external auditors. 

EXTERNAL AUDIT 

Review and confirm the independence of the external audit or by obtaining statements from the auditors on relationships between the auditors and the company, including the context of all consulting services bought by the company. 

Consider the extend to which any non-audit services rendered materially impair their independence. 

Review and discuss with the external auditor their engagement letter, the terms, nature and scope of the audit engagement, the audit fee and co-ordination of audit effort with Internal Audit. 

Agree procedures beyond minimum statutory and professional duties. 

Agree on the timing and nature of reviews and reports from the external auditor(s). 

Review the external auditors’ management letter and management response. Ensure that management responds to recommendations by the External auditors. 

Review the external auditors’ proposed audit certificate and discuss problems or reservations arising from the audit. 

Review the performance of the external auditors and provide recommendations on the appointment or discharge of the auditors to the board. 

COMPLIANCE WITH LAWS AND REGULATIONS 

Review the effectiveness of the system formonitoring compliance with laws and regulations and the result of management’s investigation and follow-up (including disciplinary action) of any fraudulent acts or non-compliance. 

Review the findings of any examinations by regulatory agencies. 

Obtain regular updates from management and company’s legal counsel regarding compliance matters. 

Be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements. 

ETHICS 

The Audit Committee will be responsible for:

  1. monitoring the ethical conduct of the company, its executives and senior officials;
  2. reviewing the director’s and senior management’s declarations of the nature and extent of their interest in contracts in accordance to the company defined and documented code of ethics;
  3. the review of any statements on ethical standards or requirements for the company and to assist in the development of such standards and requirements;
  4. identification of any violations of ethical conduct, environmental and/or social issues. 

The Committee will also advice the Board of any potential conflict of interest or questionable situations of a material nature. 

REPROTING RESPONSIBILITIES 

Regularly report to the Board of directors about committee activities and related recommendations concerning the adoption of the annual financial statements or any other matters. 

Ensure the board is aware of matters that may significantly impact the financial condition or affairs of the business. 

The chairperson of the Audit Committees shall attend the Annual General Meeting to answer questions concerning matters falling within the ambit of the committee. 

Provide an open avenue of communication between internal audit, the external auditors and the board ofdirectors. 

OTHER RESPONSIBILITIES 

Perform other oversight functions as requested by the full board. 

If necessary, institute special investigations and, if appropriate, hire special counselor experts to assist. 

Review and update the charter; receive approval of changes from the board.

AUDIT COMMITTEE CHARTER
 

OVERALL PURPOSE 

The Audit Committee is established to assist the board of directors in fulfilling its oversight responsibilities relating to the preparation of accurate financial statements, the control systems and audit process, safeguarding of assets and the company's process for monitoring compliance with laws and regulations and the code of conduct. 

The Audit Committee is constituted interms of the requirements of sound corporate governance practices and operates within that framework. 

The Committee should not perform any management functions or assume any management responsibilities.  It provides a forum for discussing business risk and control issues to develop relevant recommendations for consideration by the board. 

In performing its duties, the committee will maintain effective working relationships with the board of directors, management and the internal and external auditors. 

To perform his or her role effectively, each committee member will obtain an understanding of the detailed responsibilities of committee membership as well as the company’s business, operations and risk. 

The membership, resources, responsibilities and  authorities of the Committee, is stipulated in this charter,which may be amended by the Board from time to time. 

AUTHORITY 

The board authorises the audit committee, within the scope of its responsibilities, to:

  • Seek outside counsel, accountants or others to advise the committee or to assist in an investigation;
  • Seek any information it requires from any employee.  All employees are directed to co-operate with any request made by the Committee in the course of its duties;
  • Meet with company officers, external auditors or outside counsel as necessary in the course of its duties. 

Ensure the attendance of company officers at meetings as appropriate. 

The CEO and the Head of Internal Audit should report all frauds and dishonest actions to the AuditCommittee. 

ORGANISATION Membership 

The Audit Committee will consist of three non-executive directors whom shall be both independent and financially literate. The board will appoint committee members.The board shall appoint a chairperson and determine the period for which he or she shall hold office. 

The chairperson of the board shall not be eligible to be appointed as chairperson of the Audit Committee.  The board has the power at any time to remove any members from the Audit Committee and to fill any vacancies created by such removal. 

Members will be appointed for a three year term of office. A quorum for any meeting will be two members.

The secretary of the audit committee will be the Company Secretary. 

ATTENDANCE AT MEETINGS 

The Committee will meet not less than four times a year.  Special meetings maybe convened as required.  Internal auditor the external auditors may convene a meeting if they consider that it is necessary. 

Reasonable notice of meetings and the business to be conducted along with appropriate briefing materials shall be given to the members of the Audit Committee, the head of internal audit and the external audit partner to make proposals as necessary. 

The quorum for decisions of the Audit Committee shall be any two members of the committee present.

The Audit Committee, in their discretion, may invite such other persons to its meetings, as it deems necessary to attend and make presentations at meetings. No attendee shall have a vote at meetings of the committee. 

The Audit Partner in charge of the external audit and the Head of Internal Audit shall be in attendance at meetings. They have unrestricted access to the chairperson or any other member of the Audit Committee as may be required in relation to any matter falling within the remit of the committee. 

The Audit Committee should, on a regular basis, meet separately with the Head of Internal Audit and the external audit partner to discuss any matters that the committee or auditors believe should be discussed privately. 

The chairman of the audit committee shall have the right to exclude from the meeting, or from any item of the agenda, any person, should in his opinion any conflict of interest become evident. 

The minutes of all meetings of the Audit Committee, or summaries thereof, shall be submitted to the Board at the immediate following board meeting. 

ROLES AND RESPONSIBILITIES 

The audit committee will carry out the following responsibilities:

FINANCIAL REPORTING

Gain and understanding of the current areas of greatest financial risk and how management is managing these effectively. 

Consider with the internal and externa lauditors any fraud, illegal acts, deficiencies in internal control or other similar issues. 

Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statement. 

Review any legal matters that could have a significantly impact the financial statements. 

Review the annual financial statements and determine whether they are complete, consistent with the information known to committee members and reflect appropriate accounting principles. 

Pay particular attention to complex and or unusual transactions. 

Focus on judgmental areas, for example those involving valuation of assets and liabilities; warranty, product or environmental liability; litigation reserves; and other commitments and contingencies. 

Meet with management and the external auditors to review the financial statements and the results of the audit. 

Review the other sections of the annual report before its release and consider whether the information is understandable and consistent with member’s knowledge about the company and its operations. 

INTERNAL CONTROL 

Evaluate whether management is setting the appropriate “control culture” by communicating the importance of internal control and the management of risk and ensuring that all employees have an understanding of their roles and responsibilities. 

Consider the effectiveness of the company's control procedures over annual financial reporting, business risk management and information technology security to maintain effective internal control systems. 

Review the company’s statement on internal control systems prior to endorsement by the board, and in particular:

  1. the procedures fo ridentifying business risks and controlling their impact on the company;
  2. the company’s policies for preventing or detecting fraud;
  3. the company’s policies and processes for ensuring that the company complies with relevant regulatory and legal requirements;
  4. the operational effectiveness of the policies and procedures. 

Understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations together with management's responses. 

Review significant cases of employee conflict of interest, misconduct, fraud or any other unethical activity by employees or the company. 

Consider all relevant matters referred to it by the Board. 

INTERNAL AUDIT 

Review with management and the Head Internal Audit the charter, audit plan, activities, staffing and organisational structure of the Internal Audit department. 

Ensure there are noun justified restrictions or limitations placed on the scope of audit units or the performance of reviews. 

Review and concur in the appointment, re-assignment or dismissal of the Head of Internal Audit.

Evaluate the qualifications, independence and effectiveness of the internal auditors. Review the results of work performed by the internal audit function in relation to any significant investigations and the management responses. 

Review the significant matters reported by the department and the adequacy of corrective action taken in response by management. 

Review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing

Review the co-ordination between the Internal Audit department and the external auditors to co-ordinate audit coverage and avoid duplication of work. 

Review any issues of material or significant dispute or concern between the Internal Audit department and the external auditors. 

EXTERNAL AUDIT 

Review and confirm the independence of the external audit or by obtaining statements from the auditors on relationships between the auditors and the company, including the context of all consulting services bought by the company. 

Consider the extend to which any non-audit services rendered materially impair their independence. 

Review and discuss with the external auditor their engagement letter, the terms, nature and scope of the audit engagement, the audit fee and co-ordination of audit effort with Internal Audit. 

Agree procedures beyond minimum statutory and professional duties. 

Agree on the timing and nature of reviews and reports from the external auditor(s). 

Review the external auditors’ management letter and management response. Ensure that management responds to recommendations by the External auditors. 

Review the external auditors’ proposed audit certificate and discuss problems or reservations arising from the audit. 

Review the performance of the external auditors and provide recommendations on the appointment or discharge of the auditors to the board. 

COMPLIANCE WITH LAWS AND REGULATIONS 

Review the effectiveness of the system formonitoring compliance with laws and regulations and the result of management’s investigation and follow-up (including disciplinary action) of any fraudulent acts or non-compliance. 

Review the findings of any examinations by regulatory agencies. 

Obtain regular updates from management and company’s legal counsel regarding compliance matters. 

Be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements. 

ETHICS 

The Audit Committee will be responsible for:

  1. monitoring the ethical conduct of the company, its executives and senior officials;
  2. reviewing the director’s and senior management’s declarations of the nature and extent of their interest in contracts in accordance to the company defined and documented code of ethics;
  3. the review of any statements on ethical standards or requirements for the company and to assist in the development of such standards and requirements;
  4. identification of any violations of ethical conduct, environmental and/or social issues. 

The Committee will also advice the Board of any potential conflict of interest or questionable situations of a material nature. 

REPROTING RESPONSIBILITIES 

Regularly report to the Board of directors about committee activities and related recommendations concerning the adoption of the annual financial statements or any other matters. 

Ensure the board is aware of matters that may significantly impact the financial condition or affairs of the business. 

The chairperson of the Audit Committees shall attend the Annual General Meeting to answer questions concerning matters falling within the ambit of the committee. 

Provide an open avenue of communication between internal audit, the external auditors and the board ofdirectors. 

OTHER RESPONSIBILITIES 

Perform other oversight functions as requested by the full board. 

If necessary, institute special investigations and, if appropriate, hire special counselor experts to assist. 

Review and update the charter; receive approval of changes from the board.

AUDIT COMMITTEE CHARTER
 

OVERALL PURPOSE 

The Audit Committee is established to assist the board of directors in fulfilling its oversight responsibilities relating to the preparation of accurate financial statements, the control systems and audit process, safeguarding of assets and the company's process for monitoring compliance with laws and regulations and the code of conduct. 

The Audit Committee is constituted interms of the requirements of sound corporate governance practices and operates within that framework. 

The Committee should not perform any management functions or assume any management responsibilities.  It provides a forum for discussing business risk and control issues to develop relevant recommendations for consideration by the board. 

In performing its duties, the committee will maintain effective working relationships with the board of directors, management and the internal and external auditors. 

To perform his or her role effectively, each committee member will obtain an understanding of the detailed responsibilities of committee membership as well as the company’s business, operations and risk. 

The membership, resources, responsibilities and  authorities of the Committee, is stipulated in this charter,which may be amended by the Board from time to time. 

AUTHORITY 

The board authorises the audit committee, within the scope of its responsibilities, to:

  • Seek outside counsel, accountants or others to advise the committee or to assist in an investigation;
  • Seek any information it requires from any employee.  All employees are directed to co-operate with any request made by the Committee in the course of its duties;
  • Meet with company officers, external auditors or outside counsel as necessary in the course of its duties. 

Ensure the attendance of company officers at meetings as appropriate. 

The CEO and the Head of Internal Audit should report all frauds and dishonest actions to the AuditCommittee. 

ORGANISATION Membership 

The Audit Committee will consist of three non-executive directors whom shall be both independent and financially literate. The board will appoint committee members.The board shall appoint a chairperson and determine the period for which he or she shall hold office. 

The chairperson of the board shall not be eligible to be appointed as chairperson of the Audit Committee.  The board has the power at any time to remove any members from the Audit Committee and to fill any vacancies created by such removal. 

Members will be appointed for a three year term of office. A quorum for any meeting will be two members.

The secretary of the audit committee will be the Company Secretary. 

ATTENDANCE AT MEETINGS 

The Committee will meet not less than four times a year.  Special meetings maybe convened as required.  Internal auditor the external auditors may convene a meeting if they consider that it is necessary. 

Reasonable notice of meetings and the business to be conducted along with appropriate briefing materials shall be given to the members of the Audit Committee, the head of internal audit and the external audit partner to make proposals as necessary. 

The quorum for decisions of the Audit Committee shall be any two members of the committee present.

The Audit Committee, in their discretion, may invite such other persons to its meetings, as it deems necessary to attend and make presentations at meetings. No attendee shall have a vote at meetings of the committee. 

The Audit Partner in charge of the external audit and the Head of Internal Audit shall be in attendance at meetings. They have unrestricted access to the chairperson or any other member of the Audit Committee as may be required in relation to any matter falling within the remit of the committee. 

The Audit Committee should, on a regular basis, meet separately with the Head of Internal Audit and the external audit partner to discuss any matters that the committee or auditors believe should be discussed privately. 

The chairman of the audit committee shall have the right to exclude from the meeting, or from any item of the agenda, any person, should in his opinion any conflict of interest become evident. 

The minutes of all meetings of the Audit Committee, or summaries thereof, shall be submitted to the Board at the immediate following board meeting. 

ROLES AND RESPONSIBILITIES 

The audit committee will carry out the following responsibilities:

FINANCIAL REPORTING

Gain and understanding of the current areas of greatest financial risk and how management is managing these effectively. 

Consider with the internal and externa lauditors any fraud, illegal acts, deficiencies in internal control or other similar issues. 

Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statement. 

Review any legal matters that could have a significantly impact the financial statements. 

Review the annual financial statements and determine whether they are complete, consistent with the information known to committee members and reflect appropriate accounting principles. 

Pay particular attention to complex and or unusual transactions. 

Focus on judgmental areas, for example those involving valuation of assets and liabilities; warranty, product or environmental liability; litigation reserves; and other commitments and contingencies. 

Meet with management and the external auditors to review the financial statements and the results of the audit. 

Review the other sections of the annual report before its release and consider whether the information is understandable and consistent with member’s knowledge about the company and its operations. 

INTERNAL CONTROL 

Evaluate whether management is setting the appropriate “control culture” by communicating the importance of internal control and the management of risk and ensuring that all employees have an understanding of their roles and responsibilities. 

Consider the effectiveness of the company's control procedures over annual financial reporting, business risk management and information technology security to maintain effective internal control systems. 

Review the company’s statement on internal control systems prior to endorsement by the board, and in particular:

  1. the procedures fo ridentifying business risks and controlling their impact on the company;
  2. the company’s policies for preventing or detecting fraud;
  3. the company’s policies and processes for ensuring that the company complies with relevant regulatory and legal requirements;
  4. the operational effectiveness of the policies and procedures. 

Understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations together with management's responses. 

Review significant cases of employee conflict of interest, misconduct, fraud or any other unethical activity by employees or the company. 

Consider all relevant matters referred to it by the Board. 

INTERNAL AUDIT 

Review with management and the Head Internal Audit the charter, audit plan, activities, staffing and organisational structure of the Internal Audit department. 

Ensure there are noun justified restrictions or limitations placed on the scope of audit units or the performance of reviews. 

Review and concur in the appointment, re-assignment or dismissal of the Head of Internal Audit.

Evaluate the qualifications, independence and effectiveness of the internal auditors. Review the results of work performed by the internal audit function in relation to any significant investigations and the management responses. 

Review the significant matters reported by the department and the adequacy of corrective action taken in response by management. 

Review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing

Review the co-ordination between the Internal Audit department and the external auditors to co-ordinate audit coverage and avoid duplication of work. 

Review any issues of material or significant dispute or concern between the Internal Audit department and the external auditors. 

EXTERNAL AUDIT 

Review and confirm the independence of the external audit or by obtaining statements from the auditors on relationships between the auditors and the company, including the context of all consulting services bought by the company. 

Consider the extend to which any non-audit services rendered materially impair their independence. 

Review and discuss with the external auditor their engagement letter, the terms, nature and scope of the audit engagement, the audit fee and co-ordination of audit effort with Internal Audit. 

Agree procedures beyond minimum statutory and professional duties. 

Agree on the timing and nature of reviews and reports from the external auditor(s). 

Review the external auditors’ management letter and management response. Ensure that management responds to recommendations by the External auditors. 

Review the external auditors’ proposed audit certificate and discuss problems or reservations arising from the audit. 

Review the performance of the external auditors and provide recommendations on the appointment or discharge of the auditors to the board. 

COMPLIANCE WITH LAWS AND REGULATIONS 

Review the effectiveness of the system formonitoring compliance with laws and regulations and the result of management’s investigation and follow-up (including disciplinary action) of any fraudulent acts or non-compliance. 

Review the findings of any examinations by regulatory agencies. 

Obtain regular updates from management and company’s legal counsel regarding compliance matters. 

Be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements. 

ETHICS 

The Audit Committee will be responsible for:

  1. monitoring the ethical conduct of the company, its executives and senior officials;
  2. reviewing the director’s and senior management’s declarations of the nature and extent of their interest in contracts in accordance to the company defined and documented code of ethics;
  3. the review of any statements on ethical standards or requirements for the company and to assist in the development of such standards and requirements;
  4. identification of any violations of ethical conduct, environmental and/or social issues. 

The Committee will also advice the Board of any potential conflict of interest or questionable situations of a material nature. 

REPROTING RESPONSIBILITIES 

Regularly report to the Board of directors about committee activities and related recommendations concerning the adoption of the annual financial statements or any other matters. 

Ensure the board is aware of matters that may significantly impact the financial condition or affairs of the business. 

The chairperson of the Audit Committees shall attend the Annual General Meeting to answer questions concerning matters falling within the ambit of the committee. 

Provide an open avenue of communication between internal audit, the external auditors and the board ofdirectors. 

OTHER RESPONSIBILITIES 

Perform other oversight functions as requested by the full board. 

If necessary, institute special investigations and, if appropriate, hire special counselor experts to assist. 

Review and update the charter; receive approval of changes from the board.

AUDIT COMMITTEE CHARTER
 

OVERALL PURPOSE 

The Audit Committee is established to assist the board of directors in fulfilling its oversight responsibilities relating to the preparation of accurate financial statements, the control systems and audit process, safeguarding of assets and the company's process for monitoring compliance with laws and regulations and the code of conduct. 

The Audit Committee is constituted interms of the requirements of sound corporate governance practices and operates within that framework. 

The Committee should not perform any management functions or assume any management responsibilities.  It provides a forum for discussing business risk and control issues to develop relevant recommendations for consideration by the board. 

In performing its duties, the committee will maintain effective working relationships with the board of directors, management and the internal and external auditors. 

To perform his or her role effectively, each committee member will obtain an understanding of the detailed responsibilities of committee membership as well as the company’s business, operations and risk. 

The membership, resources, responsibilities and  authorities of the Committee, is stipulated in this charter,which may be amended by the Board from time to time. 

AUTHORITY 

The board authorises the audit committee, within the scope of its responsibilities, to:

  • Seek outside counsel, accountants or others to advise the committee or to assist in an investigation;
  • Seek any information it requires from any employee.  All employees are directed to co-operate with any request made by the Committee in the course of its duties;
  • Meet with company officers, external auditors or outside counsel as necessary in the course of its duties. 

Ensure the attendance of company officers at meetings as appropriate. 

The CEO and the Head of Internal Audit should report all frauds and dishonest actions to the AuditCommittee. 

ORGANISATION Membership 

The Audit Committee will consist of three non-executive directors whom shall be both independent and financially literate. The board will appoint committee members.The board shall appoint a chairperson and determine the period for which he or she shall hold office. 

The chairperson of the board shall not be eligible to be appointed as chairperson of the Audit Committee.  The board has the power at any time to remove any members from the Audit Committee and to fill any vacancies created by such removal. 

Members will be appointed for a three year term of office. A quorum for any meeting will be two members.

The secretary of the audit committee will be the Company Secretary. 

ATTENDANCE AT MEETINGS 

The Committee will meet not less than four times a year.  Special meetings maybe convened as required.  Internal auditor the external auditors may convene a meeting if they consider that it is necessary. 

Reasonable notice of meetings and the business to be conducted along with appropriate briefing materials shall be given to the members of the Audit Committee, the head of internal audit and the external audit partner to make proposals as necessary. 

The quorum for decisions of the Audit Committee shall be any two members of the committee present.

The Audit Committee, in their discretion, may invite such other persons to its meetings, as it deems necessary to attend and make presentations at meetings. No attendee shall have a vote at meetings of the committee. 

The Audit Partner in charge of the external audit and the Head of Internal Audit shall be in attendance at meetings. They have unrestricted access to the chairperson or any other member of the Audit Committee as may be required in relation to any matter falling within the remit of the committee. 

The Audit Committee should, on a regular basis, meet separately with the Head of Internal Audit and the external audit partner to discuss any matters that the committee or auditors believe should be discussed privately. 

The chairman of the audit committee shall have the right to exclude from the meeting, or from any item of the agenda, any person, should in his opinion any conflict of interest become evident. 

The minutes of all meetings of the Audit Committee, or summaries thereof, shall be submitted to the Board at the immediate following board meeting. 

ROLES AND RESPONSIBILITIES 

The audit committee will carry out the following responsibilities:

FINANCIAL REPORTING

Gain and understanding of the current areas of greatest financial risk and how management is managing these effectively. 

Consider with the internal and externa lauditors any fraud, illegal acts, deficiencies in internal control or other similar issues. 

Review significant accounting and reporting issues, including recent professional and regulatory pronouncements, and understand their impact on the financial statement. 

Review any legal matters that could have a significantly impact the financial statements. 

Review the annual financial statements and determine whether they are complete, consistent with the information known to committee members and reflect appropriate accounting principles. 

Pay particular attention to complex and or unusual transactions. 

Focus on judgmental areas, for example those involving valuation of assets and liabilities; warranty, product or environmental liability; litigation reserves; and other commitments and contingencies. 

Meet with management and the external auditors to review the financial statements and the results of the audit. 

Review the other sections of the annual report before its release and consider whether the information is understandable and consistent with member’s knowledge about the company and its operations. 

INTERNAL CONTROL 

Evaluate whether management is setting the appropriate “control culture” by communicating the importance of internal control and the management of risk and ensuring that all employees have an understanding of their roles and responsibilities. 

Consider the effectiveness of the company's control procedures over annual financial reporting, business risk management and information technology security to maintain effective internal control systems. 

Review the company’s statement on internal control systems prior to endorsement by the board, and in particular:

  1. the procedures fo ridentifying business risks and controlling their impact on the company;
  2. the company’s policies for preventing or detecting fraud;
  3. the company’s policies and processes for ensuring that the company complies with relevant regulatory and legal requirements;
  4. the operational effectiveness of the policies and procedures. 

Understand the scope of internal and external auditors' review of internal control over financial reporting, and obtain reports on significant findings and recommendations together with management's responses. 

Review significant cases of employee conflict of interest, misconduct, fraud or any other unethical activity by employees or the company. 

Consider all relevant matters referred to it by the Board. 

INTERNAL AUDIT 

Review with management and the Head Internal Audit the charter, audit plan, activities, staffing and organisational structure of the Internal Audit department. 

Ensure there are noun justified restrictions or limitations placed on the scope of audit units or the performance of reviews. 

Review and concur in the appointment, re-assignment or dismissal of the Head of Internal Audit.

Evaluate the qualifications, independence and effectiveness of the internal auditors. Review the results of work performed by the internal audit function in relation to any significant investigations and the management responses. 

Review the significant matters reported by the department and the adequacy of corrective action taken in response by management. 

Review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors' Standards for the Professional Practice of Internal Auditing

Review the co-ordination between the Internal Audit department and the external auditors to co-ordinate audit coverage and avoid duplication of work. 

Review any issues of material or significant dispute or concern between the Internal Audit department and the external auditors. 

EXTERNAL AUDIT 

Review and confirm the independence of the external audit or by obtaining statements from the auditors on relationships between the auditors and the company, including the context of all consulting services bought by the company. 

Consider the extend to which any non-audit services rendered materially impair their independence. 

Review and discuss with the external auditor their engagement letter, the terms, nature and scope of the audit engagement, the audit fee and co-ordination of audit effort with Internal Audit. 

Agree procedures beyond minimum statutory and professional duties. 

Agree on the timing and nature of reviews and reports from the external auditor(s). 

Review the external auditors’ management letter and management response. Ensure that management responds to recommendations by the External auditors. 

Review the external auditors’ proposed audit certificate and discuss problems or reservations arising from the audit. 

Review the performance of the external auditors and provide recommendations on the appointment or discharge of the auditors to the board. 

COMPLIANCE WITH LAWS AND REGULATIONS 

Review the effectiveness of the system formonitoring compliance with laws and regulations and the result of management’s investigation and follow-up (including disciplinary action) of any fraudulent acts or non-compliance. 

Review the findings of any examinations by regulatory agencies. 

Obtain regular updates from management and company’s legal counsel regarding compliance matters. 

Be satisfied that all regulatory compliance matters have been considered in the preparation of the financial statements. 

ETHICS 

The Audit Committee will be responsible for:

  1. monitoring the ethical conduct of the company, its executives and senior officials;
  2. reviewing the director’s and senior management’s declarations of the nature and extent of their interest in contracts in accordance to the company defined and documented code of ethics;
  3. the review of any statements on ethical standards or requirements for the company and to assist in the development of such standards and requirements;
  4. identification of any violations of ethical conduct, environmental and/or social issues. 

The Committee will also advice the Board of any potential conflict of interest or questionable situations of a material nature. 

REPROTING RESPONSIBILITIES 

Regularly report to the Board of directors about committee activities and related recommendations concerning the adoption of the annual financial statements or any other matters. 

Ensure the board is aware of matters that may significantly impact the financial condition or affairs of the business. 

The chairperson of the Audit Committees shall attend the Annual General Meeting to answer questions concerning matters falling within the ambit of the committee. 

Provide an open avenue of communication between internal audit, the external auditors and the board ofdirectors. 

OTHER RESPONSIBILITIES 

Perform other oversight functions as requested by the full board. 

If necessary, institute special investigations and, if appropriate, hire special counselor experts to assist. 

Review and update the charter; receive approval of changes from the board.