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Terms of Reference of Audit Committee

To evaluate the efficiency, economy and effectiveness of VTC's established operating and financial systems in compliance with policies, procedures, regulations and relevant legislations, systems and processes by the various Operational Units of VTC (including its subsidiaries), and to report to the Council on its findings, observations and recommendations for improvements.

To oversee the work of Internal Audit Unit and to receive reports from it.

To oversee the external audit process:

(a)

To make recommendation to the Council on the appointment of external auditors, audit fees and any related matters;

(b)

To review the external auditors' Audit Report and the underlying financial statements and any matters raised by external auditors, and to make recommendations to the Council.

To review the Annual Quality Review Report prepared by the Quality Enhancement and Accreditation Office and endorsed by the Quality Enhancement Steering Committee(QESC) to ensure effectiveness of the Council's Quality Management System.

To commission investigation on any matters as the Committee deems necessary, or referred to it by the Council, including value for money studies.

To approve the engagement of any external consultants to conduct review in areas requiring specific expertise.