| a. |
the External Auditors will not
be employed for non-audit work unless this constitutes
permissible non-audit work which has been pre-approved
by the Audit Committee. Each non-audit service
to be performed by the External Auditors will
be separately identified in connection with its
pre-approval;
|
| b. |
there must be clear efficiencies
and value-added benefits to the Company from that
non-audit work being undertaken by the External
Auditors, with no adverse effect on the independence
of their audit work, of the perception of such
independence;
|
| c. |
the Committee considers the
nature of the non-audit services envisaged to
be provided by the External Auditors and the related
free levels individually and in aggregate relative
to the audit fee;
|
| d. |
the Committee seeks information
on an annual basis regarding the External Auditors'
policies and processes for maintaining independence
and for complying with relevant legal of regulatory
requirements such as regarding the rotation of
audit partners and staff; and
|
| e. |
the Committee will report to
the Board should it identify any matters relating
to the independence of the External Auditors in
respect of which it considers that action of improvement
is needed and making recommendations as to the
steps to be taken.
|