Constitution

The Board has confirmed the establishment of a Committee of the Board known as the Audit Committee.

Membership

The membership of the Committee shall be the Chief Executive Officer and at least two Independent Non-Executive Directors.

The Chairman of the Committee shall be appointed by the Board from amongst the Independent Non-Executive Directors.

It is proposed initially that Bill Henbrey be appointed Chairman, and Frank Catania and Andrew Beveridge be appointed additional members.

A quorum shall be two members.

Attendance at Meetings

The Compliance Manager and a representative of the external auditors shall attend meetings as requested. At least once a year the Committee shall meet with the external auditors responsible for assessing eGAP reviews and TGTR reports.

Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Committee.

The Committee is authorised by the Board to obtain legal or other independent professional advice from both inside and outside the Company. Outsiders with relevant experience and expertise may attend meetings of the Committee if the Chairman considers this necessary.

Duties

The duties of the Committee shall be to:

• Monitor the integrity of the financial statements of the Company;
• Consider management’s response to any external audit recommendations; and
• Consider the appointment, reappointment and removal of the external auditor.

• Monitor the integrity of the eGAP work programs, review process and reporting of results to the Seals Compliance Committee by considering the external auditors’ report addressing these areas;
• Monitor the integrity of the RNG testing methodology, RNG review process, and payout percentage reconciliation process by considering the external auditors’ report addressing these areas;
• Consider the adequacy of the eGAP Review and TGTR department resources, taking into consideration relevant experience, qualifications and independence; and
• Report to Seals Compliance Committee on each of the previous three items.

• Ensure that the provision of non-audit services does not impair the external statutory auditors’ independence or objectivity; and
• Consider other topics, as defined by the Board.

Minutes

The Chairman of the Committee shall report on the business of that Committee at the next Board meeting.