11.1  The Committee shall consider and make recommendations to the Board as regards the appointment, re-appointment and removal of the Company’s external auditors.

11.2  The Committee shall be responsible for overseeing the Company’s relations with the external auditor including (but not limited to):

11.2.1  In the event that the Committee recommends the selection of possible new appointees as external auditors, it shall oversee the selection process.

11.2.2  Approving the terms of engagement and the fee to be paid to the external auditors in respect of audit services to be provided. In addition and prior to the start of each audit, the Committee is responsible for reviewing the scope of the audit plan and ensuring it is consistent with the terms of engagement.

11.2.3  Reviewing and monitoring the independence and objectivity of the Company’s external auditors, review and monitor the effectiveness of the audit process, review the findings of the audit, report to the Board any matters in respect of which the Committee considers that action or improvement is needed and make recommendations as to any steps to be taken.

11.2.4  Satisfying itself that there are no relationships (such as family, employment, investment, financial or business) between the auditor and the Company (other than in the ordinary course of business).

11.2.5  Agreeing with the Board a policy on the employment of former employees of the Company’s auditors, then monitoring the implementation of this policy.

11.2.6  Monitoring the auditor’s compliance with relevant ethical and professional guidance on the rotation of audit partners, the level of fees paid by the Company compared to the overall fee income of the firm, office and partner and other related requirements.

11.2.7  Assessing annually their qualifications, expertise and resources and the effectiveness of the audit process which shall include a report from the external auditor on their own internal quality procedures.

11.2.8  Seeking to ensure co-ordination with the activities of the internal audit function.

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