Terms of Reference of the Independent Committee

1. Role and purpose of the Committee

   The principal aims of the Committee are to give the Platmin Board critical and independent advice on the Group’s financial reporting and audit process and to assist the Board of Directors in fulfilling their responsibilities to the shareholders, securities regulatory authorities and stock exchanges, the investment community and others. The Committee also assumes responsibility for advising the Board of Directors in regard to taxation and statutory matters and filings for the Platmin Ltd statutory group of companies

2. Composition
   • The Committee shall be appointed by the Platmin Board and shall consist of at least three members. Appointments shall be for a period of up to three years extendable by no more than two additional three-year periods.
   • All members of the Committee shall be independent of the Group executive management and at least one member shall have recent and relevant financial experience.
   • A quorum shall be not less than two members of which one must be the chairman.
   • The Chairman of the Committee shall be appointed by the Board.
   • The Secretary of the Committee shall be appointed by the Committee.
3. Meetings
   • The Committee shall meet not less than three times in each year and at such times and locations as may be agreed by its members. Meetings shall be scheduled to take place prior to the applicable Platmin Board meetings where related agenda topics will be covered. Any member of the Committee may at any time convene a meeting of the Committee. If they consider that one is necessary, the external auditors, internal auditors, the Chief Executive or the Chief Financial Officer may at any time request the Chairman to convene a meeting of the Committee.
   • Meetings should coincide with the Group’s financial reporting cycle and typically would be timed to take place:
     • before the end of the financial year to consider the audit plan;
     • before the issue of interim statements at which time the Terms of Reference should also be reviewed;
     • after the year end, but before the annual accounts are finalized.
     • If considered necessary by the Chairman, an additional meeting may be scheduled at a convenient time to consider matters not directly related to reporting on the Group’s financial performance
   • No one other than the Committee members shall have the right to attend the Committee meetings. However, in addition to members of the Committee, the Chief Executive, Chief Financial Officer (or such other members of staff as are appropriate for the purpose), a representative of the external auditors and the Head of Internal Audit will normally be invited to attend meetings of the Committee. Other directors of the Group and senior management may also, on invitation by the Committee, attend and speak but not vote at any meeting of the Committee.
   • The Committee shall meet the external auditors and head of internal audit at least once a year without any Executive Directors or other members of management present.
   • The Secretary shall minute the proceedings and resolutions of all meetings of the Committee.
4. Authority
   • The Committee is authorized by the Platmin Board to investigate and undertake any activity within these Terms of Reference.
   • The Committee shall have direct and unobstructed lines of communication to the Board of Directors, external and internal auditors.
   • The powers of the Committee shall not be limited in any way that will prevent it from properly performing its duties.
   • It is authorized to seek any information it properly requires from any employee who is able to provide appropriate information regarding the financial affairs and corporate governance of the Company. All employees of the Company are directed to co-operate with any such request made by the Committee.
   • If the Committee considers it necessary so to do, it is authorized to obtain external legal or other independent professional advice to assist it in the performance of its duties and invite such persons to attend at meetings of the Committee.
   • The cost of obtaining relevant advice or services shall be borne by the Company.
   • At the time of the annual performance evaluation the authority of the Committee shall be reviewed by the Platmin Board to ensure that it is working efficiently.
5. Responsibilities

   The responsibilities of the Committee shall, inter alia, be to:

   Financial reporting

   1. review: the annual and interim (quarterly) financial statements, related management discussion and analysis (“MD&A”) or Directors Report and, potentially, other financial information disclosed by the Company to any governmental body or the public, before submission to the Platmin Board, focusing particularly on:
      1. compliance with relevant accounting practices and standards;
      2. the consistency of the accounting policies and any changes made in those policies and practices which may affect the way the accounts are presented;
      3. any decisions requiring a major element of judgment;
      4. the extent to which the financial statements are affected by any unusual transactions and how they are disclosed;
      5. the clarity of disclosures;
      6. any other material matters such as contingent liabilities;
      7. significant adjustments resulting from the audit;
      8. the basis for adoption of the going concern assumption as required for TSX;
      9. compliance with applicable statutory regulations, stock exchange and legal requirements;
      10. progress and results of the audit;
      11. any action including possible areas of improvement required following the review of the above matters either on the Committee’s own volition or by requests from the Board;
   2. discuss problems and reservations arising from the interim and final audits, and any matters the auditors may wish to discuss (in the absence of the executive Directors and other management where necessary).
   3. submit the documents referred to in paragraph 5.1 to the Board for its approval and to determine what information should be brought to the Board’s attention in connection with that submission.

   Audit: external

   1. oversee the process for selecting the external auditor and make appropriate recommendations to the Board, for consideration and approval of the shareholders, in relation to the appointment, re-appointment and removal of the external auditor.
   2. approve the remuneration and terms of engagement of the external auditor.
   3. review Group policy on the engagement of the external auditor to supply non-audit services, taking into account local statutory requirements and relevant ethical guidance regarding the provision of non-audit services by the external audit firm; report to the Board, identifying any matters in respect of which the Committee considers that action or improvement is needed and making recommendations as to the steps to be taken; ensure strict application of Group policy, including appropriate pre-approval of fees in respect of non-audit services.
   4. approve the payment of non audit services provided by the auditors to ensure they do not compromise their independence. Management must provide justification from the Auditors to the Committee explaining how the provision of the following non audit services do not compromise their audit independence:
   • Preparing accounting records and financial statements of the audit client;
   • Valuation services;
   • Internal audit services;
   • IT systems services;
   • Temporary staff assignments;
   • Litigation support services;
   • Legal services;
   • Recruitment of senior management for the audit client; and
   • Corporate finance and similar activities
   5. annually assess the external auditor’s qualification, expertise and resources, effectiveness, independence and objectivity taking into consideration relevant professional and ethical regulations and ensuring that key partners are rotated at appropriate intervals.
   6. discuss with the external auditor the nature and scope of the external audit before the audit commences and review the auditor’s quality control procedures and steps taken by the auditor to respond to changes to regulatory and other requirements.
   7. review with the external auditors, the findings of their work, including, any major issues that arose during the course of the audit and have subsequently been resolved and those issues that have been left unresolved; key accounting and audit judgements; levels of errors identified during the audit, obtaining explanations from management and, where necessary the external auditors, if any errors remain unadjusted.
   8. review the external auditor’s management letter and management’s response and inquire into reasons for any recommendations not acted upon.

   Internal

   1. review the resources, authority and standing of the internal audit function.
   2. approve the appointment or dismissal of the head of internal audit responsible for internal audit services to the Company.
   3. review the internal audit plan, co-ordination between internal and external audit.
   4. review the reports of the internal auditors dealing with the findings from their work, their assessment of the effectiveness of the risk and control environment, recommendations for strengthening internal controls and enhancement of economic and efficient use of resources, management comments and agreed implementation plans.
   5. review and monitor management’s responsiveness to the internal auditor’s findings and recommendations.
   6. monitor and review the effectiveness of the Group’s internal audit function.