Audit Committee Charter Membership
The audit committee consists of one non Executive Director (Michael Gaylard), the Executive Director (Russell Clarke) and Financial Controller (Reena Bose).

Meetings

Meetings of the audit committee are held as and when required. The Company Secretary (Michael Gaylard) is the appointed secretary of the audit committee.

Responsibilities

The duties of the audit committee are as follows:

• Review of half yearly and annual financial reports, and recommend Board approval of these documents
• Monitoring of generally accepted accounting principles
• Monitor corporate risk assessment
• Monitor the procedures in place to ensure compliance with the Corporations Law, the ASX Listing Rules and all other regulatory requirements
• Monitor the appropriateness of our internal control systems and to consider enhancements if necessary
• Review the results and findings of the auditor
• Address any matters outstanding with auditors, the Australian Taxation Office, the Australian Securities & Investments Commission, the Australian Stock Exchange and financial institutions
• Review the nomination and performance of the external auditor. External auditors were appointed in August 2007. The external audit partner is to be rotated every five years
• Ensure that a corporate Code of Conduct is established and reviewed on a periodical basis
• Review the Audit Committee Charter
• Review policies to avoid conflicts of interest
• Review significant transactions

Code of Conduct
This Code of Conduct sets out the company's standards of conduct that we, directors, employees, contractors and consultants working with us must meet.

Integrity

• We avoid any conflict of interest
• We refuse commissions, fees or gifts that fall outside normal commercial business practice or the bounds of socially acceptable behaviour
• We avoid engaging in any practice that could be seen as bribery, fraud or otherwise unethical

Respect for others

• We deal professionally, honestly and courteously with everyone we meet in the course of our employment
• We refrain from making any disparaging or untruthful remarks about fellow employees, competitors or suppliers
• We are committed to providing all employees with equal opportunity
• We abstain from any discriminatory, harassing or bullying activities
• We act in ways that maintain and protect the environment

Respect for the law and company policies

• We are committed to the principles of compliance and will adhere to all laws and maintenance of all legally required business records
• We comply with all company policies and procedures
• We report without fear of reprisal to our manager (or if they are considered inappropriate for any reason, then their manager) matters we believe constitute misconduct, fraud, corruption, or unethical practices. That person is responsible for investigating the matter
• We cooperate fully with law enforcement agencies if called upon to do so

Diligence

• We avoid any practices or activities that will detrimentally affect our work for the company
• We carry out our duties in a proper manner
• We deliver exceptional value and service to our customers

Personal use of property

• We keep company information confidential except when disclosure is authorised
• We ensure that company assets are not used for personal gain

Continuous disclosure & ASX Announcements - Policy & Procedure purpose
The purpose of this document is to set out the policies and procedures of Medtech Global Limited (Medtech Global) in relation to the release of ASX announcements (and media releases) to ensure compliance with the ASX Listing Rule disclosure requirements and to ensure accountability for that compliance.

Continuous Disclosure
(a) Indication of Directors and Other Key Personnel

All directors and senior management of Medtech Global are to be briefed on the following issues:

• The type of information that needs to be disclosed
• The roles and responsibilities of directors, officers and employees of Medtech Global in the disclosure context, in particular, who has the primary responsibility for ensuring that the company complies with its disclosure obligations and who is primarily responsible for deciding what information is disclosed
• Safeguarding confidentiality of corporate information to avoid premature disclosure
• Media contact and comment
• Measures that seek to avoid the emergence of a false market in the company's securities
• External communications such as analyst briefings and responses to shareholder queries
• The induction will be conducted by the Company Secretary

(b) The Law
The Company must comply with the law regarding continuous disclosure
The general continuous disclosure rule is contained in the Australian Stock Exchange (ASX) Listing Rule 3.1. In effect, Medtech Global is obliged (subject to specific exceptions) to advise the ASX of any information that a reasonable person would expect to have a material effect on the price or value of its securities.

Securities Trading Policy

Policy effective date: 1 Jan 2011

1. Trading prohibition for all directors, company secretary, key management and employees with price-sensitive information

Directors, company secretary, key management and employees, who are in the possession of unpublished, price sensitive information in relation to securities in the Company, must not, until such price sensitive information is released to the public or it ceases to be price sensitive information:

a) trade in any securities of the Company at any time;
b) must not advise, procure or encourage another person to buy or sell securities in the Company at any time;
c) pass on information to any other person, if they know or ought reasonably to know that the person may use the information to buy or sell (or procure another person to buy or sell) securities in the Company.

Breach of these insider trading prohibitions may be severe and could expose the person responsible to criminal and civil liability. Compliance with insider trading law is an individual's responsibility and breach will be considered by Medtech Global as serious misconduct which may lead to disciplinary action and/or dismissal.

2. Trading prohibition for all directors, company secretary, key management and employees during closed periods

Directors, company secretary, key management and employees must not buy or sell securities in the Company during any closed period, which is:

a) the period between the end of Medtech Global's financial year and the preliminary announcement of the full year financial results; and
b) the period between the end of Medtech Global's financial half year and the publication of Medtech Global's half year financial results.

3. Trading in securities of the Company not subject to Medtech Global's securities trading policy

Trading in securities of the Company are not subject to Medtech Global's securities trading policy in the following circumstances:

a) undertakings or elections to take up entitlements under a rights issue or other offer;
b) the take up of entitlements under a rights issue or other offer;
c) allowing entitlements to lapse under a rights issue or other offer;
d) the sale of sufficient entitlements nil-paid to take up the balance of the entitlements under a rights issue;
e) undertakings to accept, or the acceptance of, a takeover offer;
f) trading where the beneficial interest in the relevant Medtech Global security does not change;
g) transactions conducted with a spouse, civil partner, child or step-child;
h) transfers of Medtech Global securities already held by means of a matched sale and purchase into a saving scheme or into a pension scheme in which the director, company secretary, key management person or employee is a participant or beneficiary;
i) an investment by a director, company secretary, key management person or employee in a scheme or arrangement where the assets of the scheme (other than a scheme investing only in Medtech Global securities) or arrangement are invested at the discretion of a third party;
j) bona fide gifts to a director, company secretary, key management person or employee by a third party.

4. Exceptional circumstances when certain trading in securities of the Company may be permitted during a closed or prohibited period with prior written clearance

A director, company secretary, key management person or employee, who is not in possession of any unpublished, price-sensitive information in relation to the securities of the Company may be given clearance to sell (but not buy) securities, during a closed or prohibited period if he or she is in severe financial difficulty or there are other exceptional circumstances.

A person may be in severe financial difficulty if he or she has a pressing financial commitment that cannot be satisfied otherwise than by selling the relevant Medtech Global securities. A liability of such a person to pay tax would not normally constitute severe financial difficulty unless the person has no other means of satisfying the liability. A circumstance will be considered exceptional if the person in question is required by a court order to transfer or sell the Medtech Global securities or there is some other overriding legal requirement for him or her to do so.

Requests to consider the sale of the Company's securities during a prohibited period must be in writing, addressed to the director designated by the Board for this purpose and delivered by hand, mail, facsimile or email. The clearance request must be accompanied with details of the severe financial difficulty or exceptional circumstance as Medtech Global may be required to notify the ASX accordingly. The determination of whether the person in question is in severe financial difficulty or whether there are other exceptional circumstances can only be made by the director designated by the board for this purpose.

The written clearance to sell the Company's securities will require the trade to be completed within a specified two week period. The written clearance must be in writing and delivered by hand, mail, facsimile or email.