Audit committee charter

Scope and authority

The Company is required by the UK Listing Authority (UKLA), the New York Stock Exchange (NYSE), and the Australian Stock Exchange (ASX) to establish an Audit committee. Each of the UKLA, the NYSE and the ASX also lay down rules and guidelines for the composition of the committee and the work to be undertaken by it. These requirements, where not self evident, have been incorporated into this Charter.

The primary function of the Audit committee is to assist the boardsof directors in fulfilling their responsibilities by reviewing:

• The financial information that will be provided to shareholders and the public;
• The systems of internal controls that the boards and management have established;
• The Group's auditing, accounting and financial reporting processes.

In carrying out its responsibilities the committee has full authority to investigate all matters that fall within the terms of reference of this Charter. Accordingly, the committee may:

• Obtain independent professional advice in the satisfaction of its duties at the cost of the Group;
• Have such direct access to the resources of the Group as it may reasonably require including the external and internal auditors.

Composition
Meetings
Responsibilities