Internal Audit Committee

The Terms of Reference for the Internal Audit Committee shall be as follows:

Membership:

The Committee shall be composed of such members of the Executive Committee as may be recommended by the management of the Board.

Secretary:

Head of Internal Auditor shall act as secretary to the committee and prepare minutes.

Quorum:

The quorum necessary for the transaction of business shall be two thirds of members. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities,powers and discretions vested in or exercisable by the Committee.

Frequency of Meetings:

The Committee shall meet at least four times a year at appropriate times in the reporting and audit cycle and otherwise as required or requested by the Chairman of the Committee.

Duties:

The duties of the Internal Audit Committee shall be:

– Monitor and review the effectiveness of the UDDIPAN’s internal audit function in the context of the organization’s overall risk management system;

– Approve the appointment and removal of the internal audit staff;

– Consider and approve the remit of the internal audit function and ensure it has adequate resources and appropriate access to information to enable it to perform its function effectively and in accordance with the relevant professional standards. The Committee shall also ensure the function has adequate standing and is free from management or other restrictions;

– Review and assess the internal audits and internal audit work plan;

– Review promptly all reports on the company from the internal auditors; and

– Review and monitor management’s responsiveness to the findings and recommendations of the internal auditor.