Constitution

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

Membership

The membership of the Committee shall be the Chief Executive Officer and at least three Independent Non-Executive Directors, except where the number of Independent Non-Executive Directors on the Board is less than three, when the membership shall include all the Independent Non-Executive Directors of the Board.

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

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

A quorum shall be two members.

Attendance at Meetings

The Compliance Manager shall attend meetings as requested.

Other Board members and members of Management and any advisers appointed by the Committee shall attend, if invited by the Committee.

Meetings shall be held not less than three times each year, 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.

Duties

The duties of the Committee shall be to:

• Determine the rules and procedures under which the Seals may be awarded;
• Propose and approve changes to eGAP;
• Consider suitability of membership applications and eGAP review applications from standalone software providers and operators, and where necessary request additional information to complete the acceptance process;
• Approve new Seals and renew existing Seals after considering eGAP review findings submitted by the Compliance Manager and any other information which has come to the attention of the Committee;
• Revoke or suspend Seals following significant operator and / or software provider contravention of the eGAP requirements;
• Request special investigations by eCOGRA employees or independent experts into alleged contraventions of the eGAP requirements;
• Report to the Board for information only on the number of Seals awarded, the name of the operators awarded the Seal, and the names of any suspended or revoked Seals; 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.