Audit and Assurance Committee Sample Clauses

Audit and Assurance Committee. 1.1 The Downstream Co shall establish an audit and assurance committee (“Audit Committee”). The Audit Committee shall have 2 members comprising members of the Supervisory Board nominated by each of Cosan and Shell equally. The Audit Committee shall meet not less than two times in each fiscal year with the External Auditors and the executive(s) of the Downstream Co responsible for internal audit (the “Internal Auditors”). 1.2 The Audit Committee shall: (a) adopt a single integrated audit plan which shall require: (i) the periodic internal audit by the Internal Auditors of the internal controls applicable to each of the Downstream Co’s activities; (ii) the Internal Auditors to provide independent advice on the maintenance and improvement of those internal controls in a manner appropriate to the Joint Venture; (iii) the Internal Auditors to provide the detailed recommendations of their audit reports in the first instance to the line management directly accountable for their implementation and to their superiors; and (iv) the prompt notification to the Audit Committee of any significant weaknesses identified in Downstream Co’s internal controls or its application to enable the Audit Committee to ensure that appropriate follow up mechanisms are in operation; (b) propose for adoption by the Supervisory Board improvements to Downstream Co’s internal controls to take account of any weaknesses identified by the committee or notified to it, including in accordance with the advice or reports of the Internal Auditors referred to in paragraph (b) hereof; (c) report on: