Terms of Reference for Audit Committee

12.8 Comments on the adequacy and effectiveness of the internal controls, includingfinancial, operational, compliance and information technology controls, and riskmanagement systems, as well as any other information needed by shareholdersto make an informed assessment of the Company’s internal control and riskmanagement systems.12.9 Comment on whether the Board has received assurance from the CEO and ChiefFinancial Officer/FC:(a)(b)that the financial records have been properly maintained and thefinancial statements give a true and fair view of the Company’soperations and finances; andregarding the effectiveness of the Company’s risk management andinternal control systems.13. PROCEDURES RELATING TO CHANGES OR AMENDMENTS INTHE AUDIT COMMITTEE’S TERMS OF REFERENCE13.1 The AC shall initiate amendments to its Terms of Reference when the needarises due to changes in legislation governing corporate governance. Anydirector may give instructions for such amendments to the AC’s Terms ofReference, as he deems fit, by reason of changes in the Company’s structure,organisation and/or operations which affect the matters set out in the Terms ofReference.13.2 Amendment to the AC’s Terms of Reference shall be submitted to the AC forconsideration and tabled at a Board meeting for approval.– 10 –