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Composition of Committee

Main Areas of Responsibility

Audit & Compliance

At least 3 Non-Executive Directors

appointed by the Board

The Chair

cannot be the Chair of the Company

The primary responsibility of the Committee is to

assist the Board fulfill its responsibilities for corporate

governance, probity, due diligence, effectiveness of

internal control, management of financial risks and

financial reporting.

People, Policy & Remuneration

At least 2 Non-Executive Directors

appointed by the Board

CEO plus any

other company executives or advisor will

attend by invitation

The primary responsibility of the Committee is to assist

the Board fulfill its responsibilities for providing oversight

at Board level of the company’s policies, procedures

and practices as they affect employees, contractors or

others performing work for the company, and to make

recommendations to the Board regarding remuneration

of the CEO and Directors.

Environment Health & Safety

At least 2 Non-Executive Directors

appointed by the Board

CEO plus any

other company executive or advisor

attend by invitation

The primary responsibility of the Committee is to

assist the Board fulfill its responsibilities for the

company’s management of risks associated with its

environment and public and work health and safety

functions and to monitor processes and programs

adopted by Management to ensure compliance with

relevant policies and procedures.

Risk

All Non-Executive members of the Board

of Directors

The Chairman of the Board

acting as the Chairman of the Committee

CEO and other company executive

attend by invitation

The primary responsibility of the Committee is

to assist the company fulfill its responsibilities for

corporate governance, by overseeing the way the

company manages risk in accordance with its Risk

Management Policy.

ACCOUNTABILITY

AND AUDIT

Risk Management

ARTC continues to build a risk management

framework and has developed a

comprehensive risk register that captures

the material business risks facing the

Company. The Risk Committee comprises

the whole Board and Executive Management

team who review the identified risks and

monitor ARTC’s overall risk management.

Insurance

ARTC maintains appropriate insurance

policies to ensure that its financial interests

and liabilities are fully protected and that

it complies with its various contractual

obligations. ARTC’s insurance portfolio

provides cover for damage or destruction of

its rail network infrastructure assets, liability

protection for its general, professional and

statutory liabilities and protection for its

board members and employees whilst such

persons are engaged on ARTC related

business and activities.

CORPORATE GOVERNANCE STATEMENT (CONTINUED)

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