a

to be primarily responsible for making recommendations to the Board on the 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 its resignation or dismissal;

b

to review and monitor the external auditor's independence and objectivity and the effectiveness of the audit process in accordance with applicable standards. The Committee should discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences and ensure co-ordination where more than one audit firm is involved; 

c

to develop and implement policy on engaging an external auditor to supply non-audit services. For this purpose, "external auditor" includes any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally. The Committee should report to the board, identifying and making recommendations on any matters where action or improvement is needed; 

d

to monitor integrity of the Company's financial statements and annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and to review significant financial reporting judgments contained in them. In reviewing these reports before submission to the Board, the Committee should focus particularly on:

e

Regarding (d) above:

f

to review the Company's financial controls and the risk management and internal control systems;

g

to discuss the risk management and internal control systems with management to ensure that management has performed its duty to have effective systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company's accounting and financial reporting function;

h

to consider major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and management's response to these findings;

i

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

j

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 controls and management's response;

k

to review the Company's statement on risk management and internal control systems (where one is included in the corporate governance report) prior to endorsement by the Board;

l

to review the Company's statement on risk management and internal control systems (where one is included in the corporate governance report) prior to endorsement by the Board;

m

to ensure that the Board will provide a timely response to the issues raised in the external auditor's management letter;

n

to report to the Board on the matters in this terms of reference of the Committee;

o

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

p

to review arrangements that employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters, the Committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action;

q

to act as the key representative body for overseeing the Company's relations with the external auditor; and;

r

to consider other topics, as defined by the Board.