ROI COMITE AUDIT UK

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• Publié par: Nujec
• Nombre de lectures: 39
• Langue: English

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AUDIT COMMITTEE INTERNAL REGULATIONS


A. Purpose

The Audit Committee is appointed by the Board of Directors of ROSIER SA in order to fulfil the following duties:

- assist the Board in monitoring:

the integrity of Company’s financial statements,
Company compliance with legal and regulatory financial and accounting obligations,
the Statutory Auditors’ competence and independence,
the execution of Company’s internal audit functions, as well as Statutory Auditors’
functions, and

- prepare any report required by law for inclusion in the Company’s annual report.

B. Organisation

1. The Audit Committee shall comprise at least three non-executive Directors. The majority of its
members shall be independent. Audit Committee members shall have the necessary skills to effectively
fulfil their duties, especially in terms of finance. The Chairman of the Committee is appointed by the
Board. The Chairman of the Board cannot chair the Committee.

2. Audit Committee members are appointed by the Board for a renewable four year term, not exceeding
their terms as Directors of the Company.

C. Committee meetings and resources

1. The Audit Committee shall meet at least twice annually at the call of its Chairman. The quorum shall
consist of a majority of members.

2. Subject to prior notice to the Chairman of the Board, the Audit Committee can recruit legal, accounting
or other consultants to advise the Committee. The Audit Committee can request from any Company
executive, employee, lawyer or statutory auditor to take part in a Committee meeting.

3. The Company will ensure the audit Committee’s activities are suitably funded as determined by the
Audit Committee, including Committee advisor fees, such as lawyers and consultants.

4. Statutory Auditor’s fees are subject to shareholder approval, and will be the object of an Audit
Committee recommendation to the Board of Directors.

D. Responsibilities:

Review of financial statements and other documents and reports

1. The Audit Committee shall examine the audited draft annual report with management and the Statutory
Auditor (or separately if necessary), as well as the draft interim financial statements prior to Board meetings
approving the draft documents.

2. The Audit Committee shall examine with management the general type and presentation of information to be
included in press releases on Company results.

3. The Audit Committee shall examine with management and the Statutory Auditor any report to be prepared
raising important matters regarding the Company’s annual financial statements or accounting rules.









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AUDIT COMMITTEE INTERNAL REGULATIONS
Statutory Auditor

4. The Audit Committee shall provide the Board with recommendations in appointing, remunerating and
maintaining or terminating the office of the Statutory Auditor. In accordance with Belgian law and the
Company’s bylaws, the Statutory Auditor is appointed by the shareholders for a renewable term of three years.
The Statutory Auditor shall submit his reports to the Audit Committee.

Regarding Statutory Auditor’s independence and performance control, the Audit Committee shall:

a. obtain and examine, at least once a year, a report from the Statutory Auditor describing audit
company internal procedures in terms of quality control;

b. discuss these reports with the Statutory Auditor and examine if the provision of non-audit
related services is compatible with the Statutory Auditor’s continued independence.


Audit accounting practice and compliance with the said practices

5. The Audit Committee shall be informed by the Statutory Auditor, prior to the audit, of audit organisation and
staff requirements.

6. Each year, the Audit Committee shall examine with the Statutory Auditor, and without Company
management, any problem or difficulty the Statutory Auditor may have encountered in carrying out its duties,
as well as any letter sent to Company management by the Statutory Auditors and replies to these letters.

7. The Audit Committee shall prepare any report required by law for inclusion in the Company’s annual report..

8. The Audit Committee shall examine major changes in Company audit and accounting principles and practice,
as submitted by the Statutory Auditor or Company management.

9. Once annually, the Audit Committee shall examine intern auditing and risk management systems implemented
by the executive management to ensure the major risks are rightly identified, managed and brought to its
knowledge.


General considerations

10. Every year, the Audit Committee shall examine and reassess the suitability of these regulations and
recommend any change proposal to the Board for approval.

11. The Audit Committee shall distribute all Audit Committee meeting minutes to the Board and examine with the
Board every item discussed at every Audit Committee meeting.

12. Every year, the Audit Committee shall assess the execution of the Audit Committee obligations described in
these regulations and shall communicate its conclusions to the Board.
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