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Audit Committee

Phillip Cotton (GBR)

Jan Dawson (NZL)

W. Scott Perry (URU)

Terms of reference

6.1.4 Responsibilities

The duties of the Committee are as follows:

(a) ensure that appropriate financial reporting and internal control processes are in place and monitor those processes so that that the Board is properly and regularly informed on financial matters;

(b) recommend to the Board the appointment, tenure and remuneration of the external auditor;

(c) assess the independent of the external auditor;

(d) review the external auditor's annual audit plan and reports;

(e) review the draft annual financial reports for compliance with relevant laws and regulations and recommend approval to the Board;

(f) review the findings of the external auditor and ensure recommendations are actioned by management;

(g) review the effectiveness of internal controls and their application;

(h) review the financial management;

(i) review the risk management plan;

(j) review the management policies and processes to ensure their suitability to achieve compliance with risk management policy, codes of conduct and any statutory and regulatory requirements;

(k) supervise any special investigations requested by the Board on matters relevant to the Committee's role and responsibilities; and

(l) examine any other matters referred to it by the Board.

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