Audit Committee

Membership

• The Audit Committee ("Committee") shall consist of all independent Non-Executive Directors (at least one of whom shall have recent and relevant financial experience) appointed by the Board.
• In appointing the members the Board will have due regard to the Listing Rules of the UK Listing Authority ("UKLA") and the provisions of the Combined Code on Corporate Governance (June 2006) ("the Combined Code").

Frequency and Quorum

• Meetings of the Committee will normally be held at least three times a year and at such other times as the Committee deems appropriate.
• The quorum necessary for decisions of the Committee shall be any two members of the Committee. A duly convened meeting of the Committee at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the Committee.
• The Company Secretary, the external audit Lead Partner, the Finance Director, the Group Audit Manager and other key people involved with the Company's governance shall have access to the Chairman or any other member of the Committee as required in relation to any matter falling within the remit of the Committee.
• The Committee shall meet, as required and at least on an annual basis, with the external auditors and with the Group Audit Manager without any executive member of the Board in attendance.

Terms of Reference

• The Committee is authorised by the Board to investigate any activity within these terms of reference. Its work is advisory to the Board. It is authorised to seek any information it requires from any employee and all employees are required to comply with any request made by the Committee.

In particular the Committee will:

• consider and approve the appointment and re-appointment of the external auditors, the audit fee and any questions of resignation or dismissal of the auditors;
• keep under review the overall financial relationship between the Company and its external auditors to ensure a balance between the maintenance of objectivity and value for money;
• assess, on an annual basis, the qualifications, expertise, independence and effectiveness of the external auditors;
• discuss with the external auditor before the audit commences the nature and scope of the audit, and ensure co-ordination where more than one audit firm is involved;
• discuss problems and reservations arising from the audit, and any matters the auditors wish to discuss;
• review the external auditors' management letter and Company management's response;
• ensure that the external auditors report on internal control privately to the Directors;
• keep under review the nature and extent of any non-audit services provided to the Company and to develop policy on the engagement of the external auditors to supply non-audit services taking into account the relevant ethical guidance regarding the provision of non-audit services by the external auditors;
• review the annual and interim financial statements, the accompanying reports to shareholders, the preliminary announcement of results and any other announcement regarding the Company's results or other financial information to be made public, before submission to the Board, focusing particularly on:
• any changes in accounting policies and practices;


• any significant estimates and judgements;


• any significant or unusual transactions, especially where differing accounting treatments may be used;


• the going concern assumption;


• capital adequacy;


• compliance with accounting standards;


• compliance with Listing Rules of the UKLA, the Combined Code and legal requirements; and


• corporate governance statements as they relate to audit and risk management.
• review the statement on internal control and risk management systems prior to endorsement by the Board and generally keep under review the Group's systems of internal control;
• review and monitor the effectiveness of the internal audit function and to ensure that the internal audit function of the main subsidiaries of the Company are adequately resourced, have appropriate standing within the subsidiaries and co-ordinate with the external auditors;
• establish and review procedures in place for the receipt, retention and treatment of issues raised regarding accounting, internal control, auditing or other matters and for the confidential submission of concerns about such matters by employees;
• ensure that the Chairman (or, in his absence, an alternative member) of the Committee attends the Annual General Meeting to answer questions concerning matters falling within the ambit of the Audit Committee and maintains contact as required with the Company's principal shareholders about matters falling within the ambit of the Audit Committee in the same way as for other matters;
• annually consider and review the continued effectiveness of the Company's treasury policy;
• review the controls over significant trading and credit risks (such as derivatives);
• annually review its own performance, constitution and terms of reference to ensure that it is operating effectively and recommend any changes it considers necessary to the Board;
• consider other relevant matters as defined by the Board;

and make recommendations on these matters to the Board.

Excluded Matters

• The Committee will not be responsible for supervising the performance of executives (nor permitted to do so) and will not be required to become involved in day-to-day operations, management functions or decision making.

Proceedings

• Unless varied by these Terms of Reference, the meetings and proceedings of the Committee will be governed by the Company's Articles of Association regulating the meetings and proceedings of Directors.
• Not less than 72 hours' notice of a meeting will be given of a meeting of the Committee. Such notice will include the agenda and any supporting papers.
• Minutes of meetings shall be taken by the Company Secretary. The minutes of meetings shall be circulated to all members of the Committee, the Company Secretary and the minutes of all formally scheduled meetings of the Committee shall additionally, be circulated to the other members of the Board.

General

The Committee in carrying out its tasks under these terms of reference:

• shall normally invite the Chairman, Company Secretary, Finance Director, Group Audit Manager and the external auditors to attend meetings; and
• may obtain such outside or other independent professional advice as it considers necessary to carry out its duties.

The Board will ensure that the Committee will have access to professional advice both inside and outside the Company in order for it to perform its duties.

These terms of reference will be amended as required, subject to approval by the Board.

Approved by the Board of Computacenter plc on 11 December 2007.