Internal Audit Charter

Seven Network Limited’s (“Seven Network”) Internal Audit is an independent review function established to examine and evaluate the effectiveness, efficiency and economy of Sevens activities and to provide assurance on the adequacy of the risk oversight and management systems and internal control systems and to challenge and advise on the full range of business issues.

The objectives of Internal Audit is to assist all levels of management, the Audit Committee, the Risk and Compliance Committee and the Board of Directors in the effective discharge of their responsibilities relating to risk management and internal control by providing them with appraisals, recommendations, and other relevant information concerning the activities of Seven Network. It is management’s responsibility to establish a sound system of internal control to ensure that risks are managed and that Seven’s operations are conducted in an efficient and effective manner to achieve the agreed objectives.

Internal Audit reports directly to the Chair of the Audit Committee and administratively to the Chief Financial Officer.

Internal Audit staff have no direct operational responsibility or authority over any of the activities they review, they do not develop or install systems or procedures or engage in any activity which would normally be audited or which may impair their ability to retain independence.

Roles of Internal and External Audit

Internal Audit works closely with the Seven Networks External Auditors (“KPMG”) allowing KPMG to place reliance on the role undertaken by Internal Audit. Internal Audit is given access to technical assistance from KPMG to support the delivery of Internal Audit work.

External Audit focuses on financial risk and target risks which have a direct impact on the financial statements of Seven Network.

Internal Audit is complementary, but different. Internal Audit’s focus is not on the financial statements, but on the implications of the risks identified in the business processes.

Internal and External Audit meet on a regular basis to discuss the content of the Internal Audit Plan, in order to avoid unnecessary duplication.