SAPPI LIMITED

(d) Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reports that occurred during the
reporting period that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT
The Board has determined that Dr Deenadayalen Konar qualifies as an audit committee financial
expert on the Audit Committee of Sappi Limited. The Board determined that Dr Konar acquired the
required attributes by way of education, practical experience, practice as a registered accountant and
auditor, and participation as a member of the audit committees of significant entities that have applied
International Financial Reporting Standards. See ‘‘Item 6—Directors and Senior Management’’ for a
description of Dr Konar’s background and relevant experience. Dr Konar is an independent
Non-Executive Director of Sappi.
ITEM 16B. CODE OF ETHICS
We have adopted the Sappi Code of Ethics (the ‘‘Code’’) that applies to all of our employees,
including our Chief Executive Officer, Chief Financial Officer and Group Financial Manager (such
officers, collectively, the ‘‘senior officers’’). We believe the Code constitutes a ‘‘code of ethics’’ as defined
in Item 16B of Form 20-F.
See ‘‘Item 19—Exhibits—11.2 Sappi Limited Code of Ethics’’. The Code of Ethics can be found on
the Sappi Limited website, at www.sappi.com. Hard copies are available on written request.
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Principal independent auditor fees paid for fiscal 2010 and 2009 were as follows:
2010 2009
(US$ millions)
Audit Fees (1) ....................................... 7 6
Audit—Related Fees ................................. — —
Tax Fees (2) ........................................
Other
1 1
Acquisition and Refinancing related services (3) ............. — 1
8 8
(1) Audit fees consist of assurance and related services that are reasonably related to the performance of the audit or
review of the Group’s financial statements.
(2) Tax services are fees for professional services performed with respect to tax compliance, tax advice and tax
planning. This includes advice on tax aspects of Group acquisitions, disposals, reorganizations, and financing, as
well as analysis of the impact on the Group for changes to tax laws in various countries.
(3) Acquisition and Refinancing related services fees relate to services provided in connection with the Acquisition
and the Refinancing.
Audit Committee Pre-Approval Policy
In accordance with our audit committee pre-approval policy, all audit and non-audit services
performed for us by our independent accountants were pre-approved by the audit committee of our
board of directors, which concluded that the provision of such services by the independent accountants
was compatible with the maintenance of that firm’s independence in the conduct of its auditing
functions.
161