Audit Committee Report

h. reviewing any related party transactions and conflict of interest situations that may arise including any transaction, procedure or course of conduct that raises a question of management integrity;

i. verifying the allocation of options pursuant to the ESOS at the end of each FY as being in compliance with the criteria which are disclosed to the employees;

j. reviewing the annual Internal Control Statement to be published in the Annual Report;

k. assessing processes and procedures for the purpose of compliance with all laws, regulations and rules, directives and guidelines established by the relevant regulatory bodies;

l. determining the remit of the IA function which reports directly to the AC. The IA function should be independent of the activities they audit and should be performed with impartiality, proficiency and due professional care; and

m. carrying out any other function that may be mutually agreed upon by the AC and the Board.

2. Authority

The AC shall have the authority to:

a. approve any appointment or termination of senior staff members of the IA function;

b. convene meeting with the External Auditors, the Internal Auditors or both excluding the attendance of other directors and employees of the Group, whenever deemed necessary and such meetings with the External Auditors shall be held at least twice a year;

c. obtain external professional advice and invite persons with relevant experience to attend its meetings, if necessary;

d. investigate any matter within its TOR, have the resources which it needs to do so, full and unrestricted access to information pertaining to the Group and the Management; and

e. have direct communication channels with the External Auditors and Internal Auditors, and also to engage the senior management on a continuous basis, such as the Chairman, the CEO and the CFO in order to be kept informed of matters affecting the Group.