Constitution

The Board has confirmed the establishment of a Committee of the Board known as the Legal Affairs 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 Frank Catania be appointed Chairman, and Michael Hirst and Andrew Beveridge be appointed additional members.

A quorum shall be two members.

Attendance at Meetings

The Committee shall meet at least once a year. Throughout the year communication will take place primarily through email, and conference calls will be arranged when necessary by the Chair.

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 changes in worldwide provincial / state and federal legislation, and the development of case law, that pertains to the operations of eCOGRA, its members, and its Sealholders;
• Inform the Board of these changes and developments, together with recommendations regarding the structure and operations of eCOGRA where appropriate;
• Consider changes to eGAP resulting from legal changes and developments to ensure Sealholders are reasonably able to comply with the eGAP Requirements 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.