Jan Dawson (NZL) - Chairman
Adrienne Greenwood (NZL)	W Scott Perry (URU) Treasurer	Philip Tolhurst (GBR) Chairman Constitution Committee

Terms of reference

6.1.4 Responsibilities

The responsibilities of the Committee shall be:

(a) to consider the appointment of the external auditor and assess independence of the external auditor;

(b) to discuss with the external auditor, the nature and scope of the audit and to review the auditors' management letter and management response; to ensure that the provision of non audit services does not impair the external auditors' independence or objectivity;

(c) to review the internal controls within the organization;

(d) to consider management's response to any major external or internal control recommendations;

(e) to review the organization's procedures for handling allegations from whistleblowers;

(f) to review management's and auditor's reports on the effectiveness of systems for financial control, financial reporting and risk management;

(g) to review, and challenge where necessary, the actions and judgements of management, in relation to the interim and annual financial statements before Submission to the Council, paying particular attention to:

(i) critical accounting policies and practices, and any changes in them,

(ii) decisions requiring a major element of judgement,

(iii) the extent to which the financial statements are affected by any unusual transactions in the year and how they are disclosed,

(iv) the clarity of disclosures,

(v) significant adjustments resulting from the audit,

(vi) the going concern assumption,

(vii) compliance with accounting standards,

(viii) compliance with legal requirements,

(ix) reviewing the company's statement on internal control systems prior to endorsement by the board and to review the policies and process for identifying and assessing business risks and the management of those risks by the company; and

(h) to consider other topics, as defined by the Council.

15.1.7 Reporting Procedures

(a) The Committee shall, after each meeting, report the Committee's findings to the Executive Committee.

(b) The Committee members shall conduct an annual review of their work and these terms of reference and make recommendations to the Council.

(c) The Committee's duties and activities during the year shall be disclosed in the annual financial statements.

(d) The Chairman shall attend Council meetings and the AGM and shall answer questions, through the President, on the Audit Committee's activities and their responsibilities.