Audit Committee

The Audit Committee will endeavor to ensure the Company’s trust in the financial marketplace and by its shareholders, employees and external parties in respect of financial reporting and conduct.

Members: Irene Egset (Committee Chair), Vicki Messer, and Chris Finlayson

The Committee shall consist of three independent directors of which at least one shall have accounting or financial background.

The Committee shall review and/or act on the following items:

• Annual and quarterly financial reporting prior to Board meetings, with recommendation for approval of such financial reports, if applicable, to the Board;
• Financial information prior to public release to ensure that is complies with policy and Company reality;
• Annual review of the quality of financial reporting in the Company conducted in independent meetings with the external auditor;
• The external auditor’s work and consulting services, which will include, but not be limited to, the following actions by the Committee:
  • Report to the Board regarding the interactions between the Committee and the auditor during the year;
  • Discussion with the auditor the most significant risks in the Company's financial statements, treatment of these risks in the auditor's report, and how such risks may impact audit quality;
  • Understanding and challenge of the auditor's strategy/plan and competence; and
  • Request for reports on how the external auditor's firm ensures audit quality, competence of the external audit team and any findings in FSA/PCAOB inspections;
• Assessment of the external auditor's independence, including without limitation:
  • Pre-Approval of any non-audit services to be provided by the auditor firm;
  • Ensuring implementation of restrictions on non-audit services, including meeting any fee caps on non-audit services as stipulated by applicable law;
  • Ensuring rotation of the external audit firm as mandated by applicable laws (Norway and EU: maximum of 10+10 years) from the date of appointment and no further participation in the audit of the Company within a period stipulated by applicable law (Norway and EU: at least two years); and
  • Ensuring compliance with the Audit Committee Auditor Services Approval Guidelines.
• Annual review of the Company’s financial risk management system and authorizations, including assessment of internal control, with feedback from the auditor in this regard, and ongoing evaluation of changes implemented and results therefrom; and
• Conduct of a tender process in the event that the external audit firm is to be replaced (whether by mandated rotation or otherwise), which shall include the presentation to the Board of at least two candidates with a recommendation by the Committee of one of the candidates as external auditor, who, if approved by the Board, will be submitted to the vote of the shareholders.

The Committee will provide oversight on corporate governance issues and the Company’s compliance officer will report to the Committee in this regard.

The Committee shall report to the full Board and the Board shall decide upon proposals suggested by the Committee.