Audit Independence Policy

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1 Audit Independence Policy 1. Policy Purpose The objective of this policy is to ensure that audit independence is maintained, both in fact and appearance, such that Methven s ( Methven ) external financial reporting is viewed as being highly reliable and credible. 2. Policy Scope This applies to all operations and subsidiaries of. 3. Provisions 3.1 Approval of External Auditor The Audit, Compliance and Risk Management Committee shall only recommend to the Board for approval a firm to be external auditor if that firm: would be regarded by a reasonable investor with full knowledge of all relevant facts and circumstances as capable of exercising objective and impartial judgment on all issues encompassed within the auditor s engagement in the two years prior to the commencement of the audit, has not had as a member of its audit engagement team, Methven s Group Chief Executive Officer, Group Chief Financial Officer, or any member of Methven s subsidiary management who act in a financial oversight role does not directly compensate its audit partners for selling non-audit services to. 3.2 Provision of services by external auditors The guidelines that follow are designed to ensure that related assurance and other services provided by Methven s auditors are not perceived as conflicting with the independent role of the auditor. The general principles to be applied in assessing the acceptability of related assurance and other services are as follows: the external auditor should not have any involvement in the production of financial information or preparation of financial statements such that they might be perceived as auditing their own work. the external auditor should not perform any function of management, or be responsible for making management decisions. The external auditor should not serve in a formal advocacy role (as barrister or solicitor) for his or her client.

2 There are three categories into which services may be classified: Services that are permitted Services that are permitted but only with the prior approval of the Chairman of the Audit, Compliance and Risk Management Committee given the nature, potential quantum and complexity of the service. Services that are not permitted. To avoid confusion a listing of services together with illustrative examples is set out in appendix 1. Where not specifically addressed, where unclear, or where a variation to this Policy is sought, the Chairman of the Audit & Risk Committee must be consulted. Provision of non-audit services shall be subject to the overriding consideration that in any financial year, the fee for such services should be less than 25% of all fees paid to the external audit provider. Exceptions to this policy must be approved by the Audit, Compliance and Risk Management Committee prior to the engagement. 3.3 Auditor rotation The continued appointment of Methven s external auditors is to be recommended to the Board annually by the Audit, Compliance and Risk Management Comm. Rotation of the audit signing partner of Methven will be required every five years. Those partners will be subject to a two year stand-down period following rotation. 4. Responsibilities It is expected that Methven s external auditors will rigorously comply with their own internal policies on independence and all relevant professional guidance (including independence rules and guidance issued by the Institute of Chartered Accountants Australia and New Zealand, the Financial Markets Authority). The Chairman of Audit, Compliance and Risk Management Committee, the Group Chief Financial Officer and the audit signing partner have overall responsibility for meeting the requirements of this policy. 5. Reporting Self-certification of external auditor compliance with the policy and all independence requirements is to be reported to Audit, Compliance and Risk Management Committee annually. The external auditors are required to advise of all audit and non-audit fee information to the Audit, Compliance and Risk Management Committee annually.

3 APPENDIX 1 List of services permitted /not permitted by the External Auditor Service Permitted Permitted but requires pre-approval Not permitted Statutory audits Audit of the Group, Parent and subsidiary financial statements of Methven. Review engagements Negative assurance in relation to financial statements of Methven and any other review engagements. Accounting advice General advice regarding accounting treatments. Other attest services Provision of opinions (other than audit or review) with respect to financial or non-financial information. Reporting engagements to third parties (e.g. prospectus reports). Providing independent assurance to the Board with respect to a valuation. Systems assurance Assurance provided over data migration, processes and controls for existing or new systems implemented. Forensic accounting / suspicious transaction analysis The provision of forensic accounting and IT services supporting fraud or related investigation activities. Taxation services Assistance and advice with respect to the preparation and review of the returns of income and other taxes in NZ and overseas jurisdictions. Assistance with IRD queries, requests for information, investigations and audits. Secondments Supplementation of Methven resource to achieve project outcomes. Staff hiring Hiring by Methven - a former partner, principal, or professional employee of the External Auditor (manager or above). Hiring by the External Auditor - a current or

4 former officer, director or employee of the Group. Internal audit assistance Internal audit resource provided, (e.g. risk management, specialist treasury or IT resource), under the direct supervision of an internal audit manager or senior Methven management. Due diligence Buyside and sellside Assistance with financial due diligence and the provision of other services (other than on a contingency fee basis) performed on potential acquisition targets (buyside) or divestments (sellside). Expert witness Acting as an expert witness to support litigation. Internal audit outsourcing The provision of any internal audit service that has been outsourced by Methven that relates to Methven s internal accounting controls, financial systems or financial statements. Bookkeeping or other services related to the accounting records or financial statements Maintaining or preparation of Methven accounting records. Preparing or originating source data underlying Methven s financial statements. Financial information systems design and implementation Directly or indirectly operating, or supervising the operation of, Methven s information systems or managing Methven s local area network. Designing or implementing a hardware or software system that aggregates source data underlying the financial statements or generates information that is significant to Methven s financial statements or other financial information systems as a whole. Valuations The preparation of valuations of assets and liabilities recognised directly in the financial statements. Actuarial services Any actuarially-oriented advisory service involving the determination of amounts recorded in the financial statements and related accounts other than assisting in

5 understanding the methods, models, assumptions, and inputs used in computing an amount Legal services The provision of any service to Methven by the audit firm that could be only provided by someone licensed, admitted, or otherwise qualified to practice law in the jurisdiction in which the service is provided. Recruitment services Searching for or seeking out prospective candidates for managerial, executive or director positions. Engaging in formal testing or evaluation programmes. Undertaking reference checks of prospective candidates for an executive or director position. Acting as a negotiator on Methven s behalf. Liquidations and Receiverships

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