Charter Audit Committee (AC)

The AC is an expert committee formally appointed by the Board of the HOLDING. Its mission is to support the Board in the performance of its supervisory duties, in particular with respect to the accounting and financial as well as non-financial reporting practices of the Group, the external audit processes as well as its overview of risk management.

The AC shall perform the duties set out below as well as any other duties that are required by applicable law or stock exchange rules and requirements or are delegated to the AC by the Board.

1. Financial Statements

• review and challenge where necessary, the major financial risks, the actions and judgements of management in relation to the annual single-entity and consolidated financial accounts as well as the interim financial statements intended for publication;
• decide whether the single-entity and consolidated financial accounts can be recommended to the Board and, when applicable, for presentation to the Shareholders’ Meeting.

2. Internal Control & Risk Management

• review management’s reports on the effectiveness of the systems for internal control;
• review management’s reports on the performance of an annual risk assessment;
• review management’s reports on the Group’s compliance and risk management processes;
• review management’s reports on any fraud, whether or not material, that involves management or other employees who have a significant role in the Group’s internal controls.

3. External Audit

• oversee the Group’s relations with the external auditor;
• evaluation of the performance of the external auditor; criteria applied include: technical and operational competence, independent and objective view, sufficient resources employed, risk-based audit approach and ability to provide effective and practical recommendation and effective communication and coordination with the AC;
• supervising the procedure for the selection, renewal (by invitation to tender) or removal of the external auditor(s) and notifying the Board of its recommendation in this respect;
• approve the terms of engagement and the remuneration to be paid to the external auditor in respect of audit services provided;
• examine the compatibility of the auditing responsibilities with any consulting mandates;
• discuss with the external auditor, before the audit commences, the nature and scope of the audit;
• review with the external auditors the findings of their work, including any major issues that arose during the course of the audit; key accounting and audit judgements; levels of errors identified during the audit, obtaining explanations from management and, where necessary, the external auditors, as to why certain errors might remain unadjusted.

4. Taxes

monitor major global tax developments and the impact on tax disclosures required.

5. Cyber Security and Data Protection

• consider and recommend to the Board the cyber security targets;
• review the Group’s progress against agreed cyber security targets, at least annually;
• review the Group’s policies and programs for addressing data protection, including servers, data centers and cloud-based solutions on which the Group’s and third-party data is stored and processes.

6. Non-Financial Reporting

review the Group’s annual external sustainability report for approval by the Board before publication.

7. Other Responsibilities

• reviewing and approving transactions between the Group, its directors, officers and affiliates;
• conduct an annual self-evaluation of the AC’s performance;
• review and reassess the adequacy of this Charter on an annual basis and submit proposed changes to the Board for approval;
• reviewing, from time to time, whether it is appropriate to install an internal audit function of the Group;
• upon request from the Board, the AC will review the accounting treatment of major transactions at Group level, together with the business case and accounts prepared for such specific transactions (asset purchases, mergers, divestments, etc.).

The AC has complete and unrestricted access to the Group’s management, books and records and may obtain any information it requires. Any request shall be channeled through the Group’s CEO.

The AC shall be composed of members of the Board as follows:

• all members shall be non-executive and independent based on the evaluation of the Board;
• the majority of the members of the AC, including the Chairperson of the AC, should be experienced in financial and accounting matters. At least one member of the AC shall be a financial expert (e.g. current or former CEO, CFO or financial auditor).