Page 56 - CON Boardpack FEBRUARY 2020 FINAL (v5) P1 - 75_Neat

4. MEETINGS

The Audit Committee shall meet at least 3 (three) times per annum–

 to review the budget for recommendation to the Executive Board;

 to approve the external auditors’ client service plan and audit fee for the
financial year;

 to review the Annual Financial Report and make a recommendation to the
Executive Board.

The Committee shall, at least annually, meet separately with the CEO and
independent auditors, respectively.

5. ROLES OF THE CHAIRMAN OF THE AUDIT COMMITTEE

The Chairman of the Committee shall be appointed by the Board from time to time.

The Chairman of the Committee shall, in conjunction with the Committee Secretary,

participate in setting and agreeing on the agenda of the Committee.

The Chairman shall review and approve the Audit Committee minutes prior to

distribution. The minutes must be formally approved by the Audit Committee at its

next scheduled meeting.

The Chairman shall, after each Committee meeting, report to the Board of Directors

at the next Board meeting and distribute minutes of the meeting together with other
written information as required.

The
Chairman of the Audit Committee should be present at the shareholders’
annual general meeting to answer questions via the Chairman of the Board with

regard to the report on the Audit Committee’s activities and duties.

The Chairman shall be responsible for the smooth running of meetings, for ensuring
that the views of each member are heard and that sufficient time is devoted to

each issue under discussion.

The Chairman, in consultation with the Organisation Secretary, may call a

Committee meeting whenever he deems it necessary.

The Chairman shall ensure that all meetings are minuted.

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