22.1 The number of members of an audit committee shall be sufficient to handle the nature, scale and complexity of the business conducted by it and shall be composed of at least three members.

22.2 An audit committee shall be composed of non-executive directors, the majority of directors being independent.

22.3 The Chairman of the audit committee shall be an independent non-executive director.

22.4 The audit committee as a whole shall have relevant financial experience and at least one member shall have an appropriate qualification.

22.5 Subject to the provision contained in Section 19.1, neither the Chairman of the board nor the CEO shall be a member of the audit committee. The attendance by the CEO or board Chairman at audit committee meetings shall be by invitation and shall be managed to ensure the independence of the committee and the maintenance of appropriate relationships with other parties especially external auditors.

22.6 Audit committee meetings shall be held at regular intervals and, where appropriate, to coincide with important financial reporting dates. They shall usually only be attended by the Chairman and members of the audit committee. However, members may also request the attendance of key individuals such as the external auditor, head of internal audit and the finance director. The audit committee shall operate in a manner consistent with ensuring its independence and shall report its activities and decisions to the board of directors.