There shall be an Audit Committee composed of three (3) members, and at least one of whom shall be an independent director. The independent director shall chair the Audit Committee. Each member shall be have an adequate understanding of accounting and auditing principles in general and of the Corporation’s financial management systems and environment in particular.

The Audit Committee is expected, through the provision of checks and balances, to bring positive results in supervising and supporting the management of the Corporation. It shall have the following particular duties and responsibilities:

1. Check all financial reports against its compliance with both the internal financial management handbook and pertinent accounting standards, including regulatory requirements;
2. Perform oversight financial management functions specifically in the areas of managing credit, market, liquidity, operational, legal and other risks of the Corporation, and crisis management. This function shall include receiving from senior management periodic information on risk exposures and risk management activities;
3. Be responsible for setting up an internal audit department and consider the appointment of the chief audit executive; establish and identify the reporting line of the chief audit executive so that the reporting levels allow the internal audit activity to fulfill its responsibilities;
4. Ensure that internal auditors have free and full access to all the Corporation’s records, properties and personnel relevant to and required by its function and that the internal audit activity shall be free from interference in determining its scope, performing its work and communicating its results;
5. Provide oversight of the Corporation’s internal and external auditors;
6. Pre-approve all audit plans, scope and frequency before the conduct of external audit;
7. Discuss with the external auditor before the audit commences the nature and scope of the audit, and ensure cooperation where more than one audit firm is needed;
8. Elevate to international standards the accounting and auditing processes, practices and methodologies, and develop the following:
   1. a definitive timetable within which the accounting system of the Corporation will be compliant with International Accounting Standards (IAS).
   2. an accountability statement that will specifically identify officers and/or personnel directly responsible for the accomplishment of such task.
9. Develop a transparent financial management system that will ensure the integrity of internal control activities throughout the Corporation through a procedures and policies handbook that will be used by the entire organization;
10. Receive and review reports of internal and external auditors and regulatory agencies, where applicable, and ensure that management is taking appropriate corrective actions in a timely manner in addressing control and compliance functions with regulatory agencies;
11. Review the quarterly, half-year and annual financial statements before submission to the Board, focusing on changes in accounting policies and practices, major judgmental areas, significant adjustments resulting from the audit, going concern assumptions, compliance with accounting standards, and compliance with tax, legal and stock exchange requirements;
12. Recommend and review the appointment of external auditors and their remuneration;
13. Review and approve the proportion of audit versus non-audit work both in relation to their significance to the auditor and in relation to the Corporation’s total expenditure on consultancy, to ensure that non-audit work will not be in conflict with the audit functions of the external auditor. The amount of non-audit work shall be disclosed in the annual report.