Audit Committee

Purpose and Authority
The purpose of the Audit Committee (the “Committee”) is to assist the Board of Directors in fulfilling its responsibilities relating to the oversight of the quality and integrity of the accounting, auditing and financial reporting of the Company.

The Committee shall oversee the accounting and financial reporting processes of the Company, the audits of the Company’s financial statements and the independence and performance of the appointed independent auditors.

The Committee is not responsible for appointing the independent auditors. This responsibility is by law given to the Annual General Meeting.

The Committee is not responsible for reviewing financial reports and public announcements prior to their release. This responsibility lies with the Board of directors.

The Committee shall have all authority necessary to fulfill the duties and responsibilities assigned to the Committee in this charter or otherwise assigned to it by the Board. In discharging its duties the Committee is empowered to investigate any matter brought to its attention and shall have unrestricted access to Management and the CFO and to information deemed relevant for the investigation. The Committee may have access to other employees upon prior notification to Management.

The Committee approves compensation to the independent auditors appointed by the Annual General Meeting. The Committee may engage and compensate outside counsel or other experts or consultants, as it deems appropriate to carry out its duties. Such engagement and compensation shall be made through Management. The Company shall provide appropriate funding, as the Committee determines, for the payment of compensation to any outside counsel and other advisors retained by the Committee and for the ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

Membership and Appointment
The Committee shall at any time consist of at least two independent members of the Board of directors, as determined by the Board. Each Committee member shall in the judgment of the Board have the ability to read and understand fundamental financial statements. One Committee member must have experience within accounting or auditing.

The Committee members are appointed and the chairperson of Committee is nominated among these by the Board. The Board may remove any member from the Committee at any time with or without cause.

Meetings of the Committee
The Committee shall meet not less than two times a year and a meeting calendar shall be established annually corresponding with the Company’s financial reporting cycle. Additional meetings may occur as the Committee or its chair, Management or the auditors deem advisable. The Management and the CFO will normally participate in the meetings. The Committee may invite such other persons to its meetings, including the independent auditors, as it deems appropriate. The Management and the CFO are not members of the Audit Committee.

A quorum of any meeting will be two members but members of the Committee should attend all meetings. The Committee shall keep adequate minutes of all its proceedings and will report on its activities to the Board.

Roles and Responsibilities
The following are the principal recurring duties of the Committee:

Independent auditors
1. Prepare for the approval by the Board the recommendation to the Annual General Meeting regarding nomination of independent auditors.
2. Approve fees payable to the appointed independent auditing firms. The Committee shall establish pre-approval procedures for this purpose thereby assigning authority to Management.
3. Review and evaluate the independence, qualifications and performance of the independent auditors.

Financial statements
4. Gain an understanding of the current areas of greatest financial risk and how these are being managed.
5. Discuss the periodic financial reporting process implemented by Management.
6. Discuss with the independent auditors, as the Committee deems appropriate: 1) changes to accounting policies 2) significant adjustments, 3) unadjusted differences, 4) disagreements with Management, and 5) any Management Letters issued or proposed issued by the auditors.

Internal controls
7. Discuss the overall effectiveness of the internal control and risk management frameworks.
8. Discuss with Management and, if necessary, the independent auditors, the adequacy and effectiveness of the Company’s internal controls over financial reporting and the quality of the accounting personnel and other personnel relevant for the internal control framework.
9. Consider whether Management has appropriately dealt with recommendations made by the independent auditors.
10. Review all related-party transactions, including transactions between the Company and its directors or affiliates of directors.
11. Annually assess the need for an internal audit.

Compliance with laws and regulations
12. Discuss with Management the effectiveness of the systems for monitoring compliance with laws and regulations.
13. Review Management’s investigations and follow-up of any fraudulent acts or non-compliance and be satisfied that all relevant regulatory compliance matters have been considered in the preparation of the financial statements.

Reporting responsibilities
14. Report to the Board, identifying any matters in respect of which it considers that action or improvement is needed and make appropriate recommendations as to the steps to be taken.

Review and Evaluation
15. Review and reassess annually the adequacy of this Charter and, if appropriate, propose changes to the Board.
16. Ensure that the charter is approved or re-approved by the Board.

This charter was approved by the Board on 10 May 2007

Performance evalutation of Committee once a year
17. The committee shall evaluate its own performance and assesses the achievement of the duties specified in the charter. The Committee shall review applicable independence, financial expertise and other legal requirements to determine whether the Audit Committee meets the applicable legal requirements. Findings and recommendations are reported to the Board.