Constitution

 1. The board, hereby, decides to establish a board committee called 'Board Audit Committee'.

Members

2. The committee members will be chosen from the board, amongst existing board members.  
The committee will consist of a minimum of 2 members.
The chairman of the board will not be a member of the audit committee.

3. The audit committee's chairman will be chosen from the board, and will be independent from the company daily management.

4. A minimum of one member of the audit committee shall have either accounting or auditing expertise. This member shall be independent from the 
company management.

Meeting participation

5. Upon request from the audit committee, the Financial Director and or the Internal Auditing Manager and the External Auditor representative shall 
attend meetings for the audit committee.

6. Upon request from the audit committee, the President & CEO, the Chairman of the board and other members of the board shall attend meetings for 
the audit committee.

7. There will be, at least, one annual meeting, or parts of one meeting, where both, the external and the internal auditors will meet with the audit 
committee without the presence of the company's management.

Meeting frequency

8. There will be at least 3 meetings for the audit committee during the year.

9. Each of the external or the internal auditor can call for a meeting for the audit committee, if they find it necessary.

Authority

10. The Audit Committee has received the following authorities from the board:

      a. Evaluating all activities within its area of responsibility/authority.
      b. Gathering information from the company's staff if the committee finds
      it necessary, and all employees have to co-operate with the audit
      committee.
      c. Seeking external professional assistance if the committee finds it
      necessary.

 
Duties

11. The Audit Committee's duties shall be:

      a. Initiating the board's quality control of financial reporting.

            1. Reviewing and, if necessary, challenging management's
            proposals, evaluations and analysis prior to the sending of
            the annual and quarterly financial statements to the board
            for approval.

      b. Monitoring the internal control and risk management systems
      concerning the financial reporting.

            1. Assessing management's external & internal auditors reporting
            regarding the effectiveness and reliability of the company's
            internal control and risk management systems.

      c. Assessing the company's internal auditing control. The Audit
      Committee has, among its duties, to ensure that the internal auditor
      has sufficient resources and the necessary mandate in the company
      in order to carry out his/her duties. The Audit Committee shall approve
      the employment and or dismissal of the internal auditing manager.

      d. Monitoring and maintaining contact with the company's chosen auditor
      concerning the auditing of the annual accounts/group accounts.

            1. Assessing the auditor's plan for carrying out the auditing before
            starting. In this review, the audit committee shall also assess
            the auditing company's internal control routines and their accordance
            to regulatory official requirements and amendments.

      e. Reviewing with the auditor and monitoring the auditor's independence,
      including services other than auditing that are planned to be delivered . 

      f. Facilitating the selection of the external auditor.

      g. Assessing the management's actions and responses to main
      recommendations from the external and/or internal auditor.

      h. Assessing the company's procedures for handling warnings.

Reporting

12. The committee's secretary is responsible for sending the minutes of each of the audit committee's meetings to the rest of the board members.

13. The chairman of the audit committee is responsible for updating the board at every board meeting.

14. At least one of the audit committee's members shall be present at the board meeting where the annual accounts are approved.

15. The audit committee's members shall perform an annual self assessment report of the committee's work and authority, which shall be sent to the
board.

16. The audit committee's tasks and activities through the year shall be reviewed at the company's annual report.

17. The chairman of the audit committee shall attend the general meeting to answer all questions concerning the committee's activities and
responsibility areas.