Audit Committee

The Audit Committee consists of Leonard Kruimer, Jeffrey Berkowitz, Bernadette Connaughton and Martin Nicklasson, with Leonard Kruimer chairing the Committee.

The Audit Committee reviews and considers matters relating to accounting, audit and regulatory control with our auditors and executive management in accordance with the working terms of reference of the Audit Committee.

Our Audit Committee oversees our accounting and financial reporting processes and the audits of our consolidated financial statements. Our Audit Committee has the following principal responsibilities:

• monitoring the financial reporting process and reviewing and challenging such process where it is necessary;

• monitoring compliance with applicable legislation, standards and other regulations for listed companies in respect of financial reporting and the publication of financial reporting;

• monitoring the effectiveness of the internal controls and risk management systems related to financial reporting and evaluating the need for an internal audit;

• establishing procedures for the receipt, retention and treatment of complaints received regarding accounting, internal controls, auditing and financial reporting matters (whistleblower function);

• nominating the statutory external auditor to be elected by the annual general meeting and preparing the recommendation to the annual general meeting regarding the election of our external auditor, as well as, if relevant, proposing to the annual general meeting that an external auditor is discharged;

• monitoring the strategy, plan, scope and approach of the external auditor’s annual audit;

• monitoring and approving the terms and compensation of the external auditor;

• monitoring the external auditor’s reports to the executive management and the board of directors, including management letters and long form reports, discussing any reports with the executive management and the external auditor and be mainly responsible for resolving any disagreements between the external auditor and the executive management;

• considering (at least on an annual basis) the performance and independence of the external auditor, and obtaining and reviewing of a report from the external auditor substantiating that the external auditor is independent;

• reviewing policy in relation to the provision of non-audit services by the external auditor.

The Audit Committee approves non-audit services delivered by the external auditor when material;

• engaging independent counsel and other advisors as the Audit Committee determines necessary to carry out its duties;

• obtaining available appropriate funding as the Audit Committee determines necessary for the fulfillment of its tasks and duties; and

• evaluating on an annual basis: (i) the performance of the Audit Committee, including independence and financial expertise; and (ii) the adequacy of the Audit Committee’s charter and recommendation of any proposed changes to the board of directors.

Charter of the Audit Committee

English version

The charter of the audit committee