Regulation 13

appointed by the trustee-manager of the registered business trust from among the directors of its board of directors (pursuant to a resolution of the board of directors); and

subject to paragraph (2), composed of 3 or more members —

all of whom are independent of management and business relationships with the trustee-manager; and

at least a majority of whom, including the chairman of the audit committee, are independent of management and business relationships with the trustee-manager and independent from every substantial shareholder of the trustee-manager.

where —

there is a change in status of a member under regulation 3 or 4 during the period between the date immediately after the date of the member’s appointment and the date immediately before the next annual general meeting of the trustee-manager; and

the trustee-manager could not reasonably have known of that change on or before the date of the member’s appointment; or

where —

there is a change in status of a member under regulation 3 or 4 during the period between the date immediately after an annual general meeting of the trustee-manager and the date immediately before the next annual general meeting of the trustee-manager (other than the period referred to in sub-paragraph (a)(i)); and

the trustee-manager could not reasonably have known of that change on or before the date of the first-mentioned annual general meeting.

to review with the auditor of the registered business trust —

the audit plan of the registered business trust;

the auditor’s evaluation of the system of internal accounting controls of the trustee-manager of the registered business trust; and

the auditor’s audit report for the registered business trust;

to review —

the assistance given by the officers of the trustee-manager of the registered business trust to the auditor of the registered business trust;

the scope and results of the internal audit procedures of the trustee-manager of the registered business trust;

the policies and practices put in place by the trustee-manager of the registered business trust to ensure compliance with the Act and the trust deed of the registered business trust; and

the procedures put in place by the trustee-manager of the registered business trust for managing any conflict that may arise between the interests of the unitholders of the registered business trust and the interests of the trustee-manager, including interested person transactions, the indemnification of expenses or liabilities incurred by the trustee-manager and the setting of fees or charges payable out of the trust property of the registered business trust;

to review the balance sheet and profit and loss account of the trustee-manager of the registered business trust and the balance sheet, profit and loss account and cash flow statement of the registered business trust submitted to it by the trustee-manager, and thereafter to submit them to the board of directors of the trustee-manager;

to report to the board of directors of the trustee-manager of the registered business trust —

any inadequacies, deficiencies or matters of concern of which the audit committee of the trustee-manager becomes aware or that it suspects arising from its review of the items referred to in sub-paragraphs (a), (b) and (c); and

any breach of the Act or any breach of the provisions of the trust deed of the registered business trust, of which the audit committee becomes aware or that it suspects;

to report to the Authority if the audit committee is of the view that the board of directors of the trustee-manager of the registered business trust has not taken, or does not propose to take, appropriate action to deal with a matter reported under sub-paragraph (d); and

to nominate a person or persons as auditor of the registered business trust, notwithstanding anything contained in the trust deed of the registered business trust.