Terms of Reference for Audit Committee

7. PARTICIPATION VIA COMMUNICATION EQUIPMENTThe members may participate in a meeting via telephone conference orsuch other similar communication equipment by means of which all personsparticipating in the meeting can hear each other, without a member being inthe physical presence of another member or members, and participation in ameeting pursuant to this provision shall constitute presence in person at suchmeeting.8. RESOLUTIONS IN WRITINGA resolution in writing signed by all the members shall be as effective as aresolution duly passed at an AC meeting and may consist of several documentsin the like form, each signed by one or more members. The expression “inwriting” and “signed” include approval by telefax, telex, cable, electronic mailor telegram by any such member.9. DEBARRED FROM VOTINGA member shall not vote in respect of any matters or proposal whatsoever inwhich he has any interest, directly or indirectly. A member shall not be countedin the quorum at a meeting in relation to any resolution on which he is debarredfrom voting.10. ROLE AND RESPONSIBILITIESAC is responsible to perform functions including but not limited to:10.1 review the annual consolidated financial statements and the external auditors’report on those financial statements, and discuss any significant adjustments,major risk areas, major judgmental areas, the going concern assumptions andany qualifications, changes in accounting policies and practices, compliancewith the applicable Financial Reporting Standards, compliance with theapplicable rules and legal requirements in relation to the financial reporting,concerns and issues arising from their audit including any matters whichthe auditors may wish to discuss in the absence of the Management, wherenecessary, before submission to the Board for approval;– 5 –