Exhibit 14.3    Pre-approval
policy  of
Magyar Telekom Plc.s  Audit
Committee  1


Pre-approval policy of Magyar
Telekom Plc.s Audit Committee  1.
Statement of Principles  Under
the Act IV of 2006 on Business Associations (hereinafter referred to as Gt.),
the Sarbanes-Oxley Act of 2002 (hereinafter referred to as SOX), and the
Articles of Association of Magyar Telekom Telecommunications Public Limited
Company (hereinafter referred to as Company) the Audit Committee of the
Company is responsible for the oversight of the work of the Companys
independent external auditor.  On
the basis of the rules of the US Securities and Exchange Commission
(hereinafter referred to as SEC), types of services can be defined that an
independent external auditor may no longer provide in the future and thus
cannot be approved. Examples are given in Appendix E of the Audit Committees
Pre-approval policy (hereinafter referred to as Policy). The following
principles shall apply:  ·      An independent external auditor may not
take on any management functions. ·      An independent external auditor may not
review his/her own work. ·      An independent external auditor may not
serve in an advocacy role for the auditing client.  All
other audit-relevant and non-audit-relevant services to be performed by the
independent external auditor for the Company are subject to the Audit Committees
pre-approval in order to ensure that the independent external auditor does not
impair his independence from the Company. Audit-relevant services are services
that are directly connected to the preparation of the individual or
consolidated financial statements of the Company.  The
SECs rules establish two different approaches to pre-approving audit and
non-audit services, which the SEC considers to be equally valid. Proposed audit
and non-audit services either:  ·may
be pre-approved without consideration of specific case-by-case services by the
Audit Committee (general pre-approval) or ·require the specific pre-approval of the
Audit Committee (specific pre-approval).  The
Audit Committee assumes that the combination of these two approaches will
result in an effective and efficient procedure to pre-approve the respective
services.  Appendices
A, B, C and D to this Policy describe audit, audit-related, tax and all
other services that are subject to the Audit Committees general pre-approval.
The term of any general pre-approval is 12 months from the date of
pre-approval, provided that the Audit Committee does not consider it necessary
to determine a different period.  The
Audit Committee may determine, from time to time, the preliminary approval fee
levels for all services to be provided by the independent external auditor. The
Audit Committee may determine, for each fiscal year, an appropriate ratio
between the total fees for audit, audit-related and tax services and the total
amount of fees for certain, permissible non-audit services classified as all
other services.  Unless
a service provided by the independent external auditor has received general
pre-approval by the Audit Committee, it will require specific pre-approval by
the Audit Committee. The commissioning of any such service that would exceed
the pre-determined fee levels or proportions will also require specific
pre-approval by the Audit Committee. The specific case-by-case pre-approval of
the Audit Committee is required whenever the independent external auditor is
commissioned in connection with such services that affect internal controls and
are not auditing services. The same applies to SOX 404-related services as
well.  The
independent external auditor must be commissioned in writing. The independent
external auditor cannot provide services before having signed a contract
pertaining to the given service.  2


The independent external auditor shall certify to the Committee that he
has complied with all applicable external auditor independence rules (including
those of the SEC), and whether or not he is aware of any breaches of this
Policy.  2. Audit
services  Audit
services include audits of financial statements, audits or reviews of the
annual and quarterly statements and services provided in connection with
statutory duties and submissions required for regulatory authorities, including
the preparation of audit reports and certificates, approvals, domestic and
international statutory audits, tax consulting, to the extent necessary for
compliance with generally approved auditing standards, as well as support for
the issuance and auditing of the documents to be supplied. Audit services also
include information systems and procedural reviews and testing in order to
understand and place reliance on the systems of internal control, and
consulting for the management if there are any questions relating to invoicing,
the preparation of the balance sheets and reporting in connection with the
audits.  Regarding
the annual audit service fees in connection with the audit of the stand alone
financial statements of the parent company prepared according to the Hungarian
Accounting Rules (HAR), as well as of the consolidated group-level
financial statements of the Company prepared according to International
Financial Reporting Standards (IFRS) final approval falls within the authority
of the Annual General Meeting, which relies on the preliminary opinion of the
Audit Committee and the Supervisory Board. All further audit services to be
provided for the Company or its subsidiaries are subject to the general or specific
pre-approval of the Audit Committee.  The
Audit Committee participates in the preparation of the contract to be entered
with the independent external auditor, monitors the execution of the audit
contract, and pre-approves, if necessary any changes in terms, conditions and
fees resulting from changes in the audit scope, the company structure or other
items.  The
Audit Committee has granted general pre-approval with respect to the audit
services in Appendix A. All audit services not listed in Appendix A are
subject to specific pre-approval by the Audit Committee.  3. Audit-related
services  Audit-related
services are mainly services that are usually performed by the external
auditors in connection with the audit of the annual financial statements. Audit-related
services also include due diligence services pertaining to potential business
acquisitions/disposals, consultations related to accounting, financial
reporting or disclosure matters not classified as audit-relevant services;
assistance with understanding and implementing new accounting and financial
reporting standards; financial audits of employee benefit plans and assistance
with internal control reporting requirements.  The
Audit Committee has granted general pre-approval with respect to the audit-related
services listed in Appendix B. All audit-related services not listed in
Appendix B are subject to specific pre-approval by the Audit Committee. In
case of non-audit services related to internal controls over financial
reporting specific pre-approval by the Audit Committee is also required.  4. Tax
consulting  The
Audit Committee assumes that the independent external auditor can provide the
Company with advice on tax issues, such as compliance with tax law, tax
planning and tax advice in a narrower sense, without this impairing the
external auditors independence.  The
Audit Committee will not permit the commissioning of the independent external
auditor in connection with the provision of tax services, if the only purpose
of such services is to avoid taxes or tax treatment that is not supported by
tax law and related regulations.  3


The independent external auditor may not provide tax services to
persons in a Financial Reporting Oversight Role(1) or to an immediate
family member of those persons.  Confidentiality
agreements are only allowed for the following tax services:  ·      Filing, preparation or review of tax
return; ·      Tax provision reviews completed as part of
the financial audit; ·      Other services which are part of the
financial audit engagement.  The
Audit Committee has granted general pre-approval with respect to the tax
services listed in Appendix C. On the other hand in case of tax services
specific pre-approval by the Audit Committee is also required. All tax services
not listed in Appendix C are subject to specific pre-approval by the Audit
Committee.  5.All other services  The
Audit Committee has granted general pre-approval for other services according
to Appendix D that, by their very nature, consist of routine and repetitive
tasks and will not impair the independence of the external auditor. All other
permitted services not listed in Appendix D are subject to specific
pre-approval by the Audit Committee.  A
list of services banned by the SEC that may no longer be provided by the
independent external auditor is attached to this Policy as Appendix E; this list
is not intended to be exhaustive. The SECs rules and relevant
implementing instructions should be consulted to rule out the possibility
of the commissioning of prohibited services.  6. Other
provisions  According
to the law and the SECs requirements, the Audit Committee has stipulated
conditions for the rotation of the audit partners responsible, as well as
exclusion criteria for the engagement of former audit partners or the
engagement of the independent external auditor, in Appendix F.  7. Procedures  The rules of procedure of
commissioning the independent external auditor are contained in Appendix G.
Services that can be provided by the independent external auditor may be
commissioned exclusively after having completed Appendix I (Clearance Certificate).
Requests or applications to provide services that require specific pre-approval
by the Audit Committee will be submitted to the Audit Committee, through the
Head of the Group Internal Audit in Hungarian and in English with the content
described in Appendix H, by the independent external auditor providing such
services and the Chief Financial Officer of the Company or subsidiary
requesting such services, and must include a joint statement as to whether, in
the view of the independent external auditor and the Chief Financial Officer of
the Company or subsidiary concerned, the request or application is consistent
with this Policy and the SECs rules on external auditor independence.  Quarterly, all consolidated
companies belonging to the Magyar Telekom Group report to the Head of the Group
Internal Audit on the orders for the services provided by the independent
external auditor and the fees of these services, including the services
generally pre-approved to be performed by the independent external auditor and
a detailed description of services. The Head of the Group Internal Audit will
check whether such services are conforming to the list. In case of doubt the
Head of the Group Internal Audit will inform the Audit Committee. The Audit
Committee will be informed at least twice a year about the services provided by
the independent external auditor.  
 (1)
The term financial reporting oversight role refers to the exercise of
oversight responsibilities in connection with financial accounting and reporting
and relates to tasks involving directresponsibility for oversight over those employees who prepare financial
statements and related information (for example, managements discussion and
analysis/management report) to the extent that these financial statements and
information or parts thereof are included in filings with the SEC. Individuals
in a financial reporting oversight role are, for example, members of the Board
of Directors or of a comparable governing body, as well as the Chief Executive
Officer (CEO), President, Chief Financial Officer (CFO), Chief Operating
Officer (COO), General Counsel, the Chief Accounting Officer (head of financial
accounting and reporting), Controller, head of the Internal Audit function,
head of financial reporting, the Treasurer and any equivalent position.  4


The Audit
Committee has designated the Head of the Group Internal Audit with the task of
monitoring all services provided by the independent external auditor and
determining whether such services comply with this Policy. The Head of the
Group Internal Audit will report to the Audit Committee at least twice a year
in writing about the results of such monitoring.  The Head of the Group Internal
Audit will immediately report to the Chairman of the Audit Committee any breach
of this Policy that comes to the attention of the Head of the Group Internal
Audit.  8. Additional
requirements  The Audit Committee takes
additional steps on an annual basis to meet its responsibility to monitor the
work of the external auditor and his independence. This includes reviewing a
formal written statement from the external auditor delineating his
relationships with the Company, in line with Standard No. 1 of the
Independence Standards Board, and discussing with the external auditor his
methods and procedures for ensuring independence.  9. Enclosure  This policy was approved by the
Audit Committee at its meeting held as of December 10, 2007 with its
Resolution No. 14/8 (12 10 2007).  5


Appendix A  Pre-Approved
Audit Services  1. Annual
audits and other audits for Magyar Telekom Plc. (Company), and for its
subsidiaries and associated companies based on the statutory requirements of
each country. In addition, audits that the independent external auditor is
required to perform to be able to render an opinion on the audit of the Companys
consolidated financial statements. Above all, this includes:  (a)   Audit of the annual financial statement
prepared in compliance with the statutory requirements of the given country and
the International Financial Reporting Standards (IFRS)  (b)   Review of the quarterly statements/statement
packages prepared in compliance with the IFRS and US GAAP  (c)   Auditing procedures in order to confirm that
the figures submitted to apply for public grants are in conformity with the
figures of the annual or interim financial statements  (d)   Auditing procedures to confirm that the
figures submitted for participation in an invitation to tender or an official
contract already awarded are in conformity with the figures of the annual or
interim financial statements  (e)   Auditing procedures to verify the
completeness of a split of a company code or similar organizational or technical
IT changes in Accounting  (f)    Expanded auditing procedures if the amount
of liabilities exceed that of the assets and assistance in ensuring compliance
with regulations of insolvency law or similar statutory regulations  (g)   Auditing procedures to determine whether the
underlying processes are suitable for ensuring the complete determination of
other financial obligations  (h)   Monitoring changes in software releases to
determine whether old data stock is transferred properly  (i)    Monitoring the introduction of new software
to check whether the software has a negative impact on system procedures for
the preparation of financial statements, and thus to ensure that the proper
preparation of financial statements by the system is not jeopardized  (j)    Implementation of branch office audits to
ensure compliance with the generally accepted principles for accounting and
preparation of a balance sheet  (k)   Auditing procedures to submit a certificate
for evidence of use for capital investment projects subject to government
subsidies  2.
Services in connection with the submission of reports to the SEC. Above all,
this includes:  (a)   Checking US GAAP reconciliation  (b)   Checking the registration statements (e.g.
F3, F4 or 144As)  (c)   Checking reports to be submitted to the SEC on a regular basis
(e.g. Form 20F, Form 6-K, proxy statements etc.)  (d)   Checking other documents to be submitted to the SEC and documents
published in connection with subscription offers for securities (e.g. comfort
letters)  (e)   Assistance provided by the independent external auditor in
replying to SEC statements, but without serving in an advocacy role and making
managerial decisions  3.
Auditing procedures in order to confirm management reports on the Companys
internal control system. Above all, this includes:  (a)   All auditing procedures in connection with
the provisions under Section 404 of the Sarbanes-Oxley Act  4.
Consultation services for the Companys management in the course of the audit
of the annual financial statements as to the proper accounting or disclosure of
transactions and events and/or the actual or potential impact of final or
proposed accounting rules, standards or interpretations by the SEC, FASB or
other standard-setting bodies. Above all, this includes the following cases:  (a)   Checking the financial handling of complex
and difficult transactions that result in additional costs requiring separate
accounting, either due to the level of difficulty or the scope  (b)   Granting access to the accounting research
databases and other databases of an auditing company for a fee, the sale of
appropriate licenses and the sale of specialized literature  6


5. Deliberations
of the independent external auditors accounting technical department or other
specialist departments in order to reach a final assessment of a situation.
These activities are always defined as being audit-relevant services,
irrespective of whether they are charged separately, since they are required to
form a final opinion on the Companys annual financial statements.  6. Review
activities at companies in which the Company holds a participating interest
(less than majority interest) in order to achieve the level of auditing
certainty required for granting an audit report for the consolidated financial
statements.  7. Auditing
procedures carried out in connection with the annual financial statements on
the Companys information systems and internal controls. In this connection,
sufficient auditing certainty must be achieved as to whether information
systems and integrated internal controls are suitable for confirming the
statements made in the report by the Board ofManagement on the Companys
internal control system.  8. Auditing procedures in
connection with the audit of the annual financial statements that are required
for granting an audit certificate for the consolidated financial statements.
Above all, this includes:  (a)   The auditing of impairment tests  (b)   The correct implementation of a change in the
presentation of the income statement (e.g. the change from total-cost
accounting to cost-of-sales accounting)  (c)   Correct presentation of a
reclassification/recategorization (e.g. new key to allocate expenses within the
divisional structure)  7


Appendix B  Pre-Approved
Audit-Related Services  9.
Implementation of due diligence and similar services pertaining to potential
business acquisitions and disposals. This also includes:  (a)   Auditing procedures in connection with the
prepared interim financial statements of a company that is to be acquired or
disposed of or other organizational units of a sub-unit  (b)   Review of working documents of another
auditing company that has already audited the annual or interim financial statements
of a company to be acquired  10. Audits
of significant acquiree companies under Rule 3-05  11. Audit
services in connection with employee benefit plans  12.
Auditing procedures going beyond the originally agreed scope that are required
for meeting reporting requirements under public law or internal company
regulations. This also includes:  (a)   Auditing procedures in connection with the
preparation of facultative statements in compliance with IFRS  (b)   Auditing procedures on the proper functioning
of software applications that have been installed to transfer the figures from
the Companys systems to an IFRS statement  (c)   Review of the product cost calculation and IT
systems supporting this to check conformity with requirements of the regulatory
authority or other supervisory bodies  13.
Consultations and recommendations in connection with internal control system
requirements. Above all, this includes:  (a)   Monitoring process optimization measures  (b)   Auditing procedures regarding rights of
access to various software applications  14.
Consultation services for the Companys management as to the proper accounting
or disclosure of transactions and events and/or the actual or potential impact
of final or proposed rules, standards or interpretations by the SEC, FASB or
other standard-setting bodies. Above all, this includes:  (a)   Consultations and recommendations in
connection with the clarification of requirements resulting from a change to
existing or the introduction of new accounting requirements, recommendations
and notes by national and international standard-setting bodies, such as DRSC,
SEC, FASB and IASB.  (b)   The independent external auditor shall
examine a complex and difficult transaction proposed by the Company and shall
notify the Company of the consequences that the implementation of this
transaction may have on the balance sheet prior to carrying out the
transaction. The service billed for this assessment and consultation is an
audit-related service.  15.
Auditing procedures that are carried out in connection with the audit of the
annual financial statements and concern the Companys information systems.
Above all, this includes:  (a)   Auditing procedures in connection with the
computing centers operated by the Company regarding the proper functioning and
security of the infrastructure, systems and networks as well as applications
and files installed at such centers (e.g. power supply, fire protection,
contingency plans, safety concept etc.)  (b)   Consulting and recommendations in connection
with IT security requirements as part of the internal control system  8


16. Auditing
of closing balance sheets of companies that have been sold  17. Audits
and reviews of carve-out financial statements relating to acquisitions or
disposals in connection with the audit of the consolidated financial statements
of the Company  18. General
assistance regarding the interpretation of SEC requirements and rules pursuant
to the Sarbanes-Oxley Act  19. Auditing
procedures enabling an assessment of risk management controls  20. Expert
support in the periodic submission of annual and interim financial statements
to foreign authorities, the translation of annual financial statements into
foreign languages and the conversion of reported amounts into foreign
currencies after completion of the year-end audit or inspection of the
financial statements  9


Exhibit
14.3  Appendix C  Pre-Approved Tax Services  21.
National tax planning and advice but not advocacy  22.
Advice on national tax compliance without serving in an advocacy role for the
company  23.
International tax planning and advice without serving in an advocacy role for
the company. Above all, this includes:  (a) Review
of the basic features of a business model from a tax perspective  (b) Review
of the imminent double taxation risks entailed in a specific case  (c) Providing
opinions on how a double taxation avoidance strategy could be designed in
existing cases  24. Advice
on international tax compliance without serving in an advocacy role for the
company. Above all, this includes:  (a) Research
work on the different ways of handling VAT issues in various countries  25.
Inspection of and assistance in tax returns required to be submitted by the
Company both on a national and international basis without serving in an
advocacy role for the company  26. Advice
on the Companys national and international tax planning and compliance with
national tax regulations without serving in an advocacy role for the company.
Above all, this includes:  (a) Providing tax opinions
as to whether certain transaction formats are suitable for reaching the aspired
goal or whether possible adjustments can be recommended that are more likely to
meet tax requirements  (b) Support and assistance
in achieving actual agreement as well as drafting advanced pricing agreements
or similar agreements that are concluded between the Company and the relevant
tax authorities, without direct representation of the Company in interactions
with the authorities  (c) Assistance concerning
possible tax amendments in EU accession countries after their joining the EU  27.
Assistance with tax audits, out-of-court administrative appeals etc. without
serving in an advocacy role for the company visa-vis the authorities in charge.
Above all, this includes:  (a) Providing opinions on
tax issues arising in the course of the tax audit  (b) Providing second
opinions to support existing lines of argumentation of the Company during a
tax audit  28.
Assistance regarding the determination of transfer prices and cost allocation
studies without serving in an advocacy role for the company. Above all, this
includes:  (a) Analysis of existing
issues regarding the problems in permanent establishments resulting from such
issues and, if appropriate, definition of suitable prevention strategies  (b) Review as to whether
the Companys transfer pricing guideline complies with national tax regulations  (c) Analysis of whether
amendments to national tax law on transfer pricing might entail problems
regarding the Companys existing transfer pricing guideline  (d) Analysis of existing
transfer prices to determine whether these will stand up to a review by tax
authorities  (e) Assistance in
documenting the calculated transfer prices to ensure that documentation
requirements are met for future tax audits  (f) Checking whether given
model situations comply with national tax law from the perspective of transfer
prices  29. Tax
advice on new statutory developments without serving in an advocacy role for
the company. This also includes:  (a) Assistance in
compliance with principles on data access and on the ability to check digital documents.
In particular, the analysis as to how cases relevant for taxation are filed in
the Companys systems to which access must be ensured for the tax authorities,
and assistance in stipulating the basic features of access rights for tax
authority employees  10


30.
Assistance in the introduction of performance-related compensation schemes
(particularly stock options) and their tax implications. Above all, this
includes:  (a) The provision of data
on the compensation programs of similar companies  (b) Assistance to weigh
the pros and cons of each compensation program  (c) Analysis of the
current pay structure  (d) Analysis of market
trends in the application of performance-related compensation schemes  (e) Analysis and
recommendations concerning performance measurement  (f) Analysis and market
studies on the use of performance measurements at comparable companies  31. Tax
assistance and compliance with tax regulations by the Companys foreign
employees and employees sent on international assignments, without serving in
an advocacy role for the company. Above all, this includes:  (a) Assistance for the
employees concerned in their correspondence with local tax authorities  (b) Advice on tax
obligations that employees on international assignments are required to observe
under local tax regulations  (c) Assistance for
employees on international assignments who are subject to a local tax authority
audit  (d) Assistance in the
calculation of tax liabilities originating in the international assignment of
employees  32.
Training and seminars that serve to teach general tax basics.  11


Appendix D  Pre-Approved
All Other Services  33.
Internal risk management consulting services that are unrelated to the audit.
Above all, this includes:  (a) Assessments and tests
regarding existing security infrastructure controls  34.
Treasury consulting services that are unrelated to the audit. Above all, this
includes:  (a) Review of
check-clearing and float-management practices and recommendations regarding
potential areas of improvement  (b) Analysis of the working capital
management process to identify weak points and show areas of improvement  35.
Consulting and recommendations in connection with evaluation models and methods
prior to an actual evaluation by a third party or the Company, without
influencing the actual assessment  36. Review
of an evaluation, unrelated to the audit, performed by the Company itself or a
third-party expert engaged by the Company to decide how the results of the
evaluation can be used in the Companys annual financial statements  37.
Business plan analysis and/or review, provided that the independent external
auditor has not prepared or implemented these business plans himself  38. Real
estate management services without serving in an advocacy role for the company
and without making managerial decisions. Above all, this includes:  (a) Implementation and
organization of architectural competitions  (b) Experts consulting
services in the problematic areas of building costs, contract awarding
procedures, invoicing the sequence of construction, drafting of agreements  (c) Consulting services
regarding the planning, utilization, optimization and implementation of space
and workstation requirements  (d) Consulting services in
matters concerning portfolio management and real estate-related IT systems  (e) Assistance in location
advice  39.
Project steering tasks within the framework of carve-outs, spin-offs and other
intra-Group restructuring measures, initial public offerings, company
acquisitions and disposals and other transactions, without serving in an
advocacy role for the company and without making managerial decisions  40.
Analysis and review of planning procedures, provided that the independent
external auditor did not prepare or implement these independently  41.
Training courses and seminars serving to teach general accounting or
employment-law basics (e.g. according to IFRS, U.S. GAAP, generally accepted
accounting standards, etc.)  42.
Consulting services and assistance in connection with the Companys compliance
with requirements stipulated by the National Communications Authority and other
authorities.  43. Human
resources consulting services without influencing the decision-making process
of the Companys management. Above all, this includes:  (a) Provision and
processing of information and external comparing data on national and
international developments and trends in the field of personnel development and
compensation schemes  (b) Provision and
processing of information and external comparing data on developments and
trends in IT systems that support the work of Human Resources  12


(c) Training
and seminars that serve to teach general basics in human resources  13


Appendix E  Prohibited
services for the independent external auditor  ·Bookkeeping or other similar services
related to the accounting records or financial statements of the audit client  ·Financial information systems design
and implementation  ·Appraisal or valuation services,
fairness opinions or contribution-in-kind reports; in particular fair market
value opinions, certificates on valuableness, purchase price allocation, real
estate valuations  ·Actuarial services  ·Internal audit outsourcing services  These services listed above are
not prohibited if it can legitimately assumed that the results of these
services will not be the subject matter of auditing procedures in the course of
the audit of the financial statements of the audit client.  However, in this case it is
necessary to obtain specific pre-approval before the provision of these
services.  ·Management functions  ·Services with contingent fee
arrangements  ·Human resources (staff selection or
development)  ·Broker-dealer, investment adviser or
investment banking services  ·Legal services  ·Expert services unrelated to the
audit (providing an expert opinion or other expert advice for the Company or
the Companys legal representative for the purpose of advocating an audit
clients interest in litigation or in a regulatory or administrative proceeding
or investigation)  ·Tax services relating to a
transaction initially recommended by the independent external auditor, the sole
business purpose of which may be tax avoidance and the tax treatment of which
may not be supported in the tax law and related regulations  ·Tax services to persons in a
Financial Reporting Oversight Role or to an immediate family member of those
persons  14


Appendix F  Audit
Partner Rotation  According
to the law and the requirements of the SEC, the independent external auditor is
prohibited from providing any audit-relevant services for the Company if any leading
or coordinating audit partner(2) (or a concurring partner) has
performed audit-relevant services for the Company in each of the five previous
fiscal years (and has not rotated off the Companys account for a period of
five years thereafter); or if any other audit partner(3) has provided the
services set forth in footnote 2 below in each of the seven previous fiscal
years (and has not rotated off the Companys account for a period of two years
thereafter). Specialized partners(4) and partners assigned to national
office duties, including technical partners at a local or national level and
those assigned to a centralized quality control function, all of whom do not
have significant interaction with management on anongoing basis, shall not be subject to the
rotation requirements. Any discrepancy between this paragraph and the SEC rules shall
be resolved in favor of such SEC rules. In determining when audit partners are
subject to rotation, the period prior to May 6, 2003 shall be used as a
basis with respect to U.S. accounting firms audit partners and other audit
partners. For non U.S. accounting firms audit partners and other audit
partners, the period prior to May 6, 2003 shall not be used as a basis.  Employment
contracts and similar agreements  According
to the law and the requirements of the SEC, the Audit Committee has resolved
that a former partner, principal, shareholder, or professional employee of the
independent external auditor cannot accept employment with the Company if he or
she has a continuing financial interest in the independent external auditor or
is in a position to influence the operations or financial policies of the
independent external auditor. Further, the independent external auditor cannot
perform an audit for the Company if a chief executive officer, controlling
director, chief financial officer, accounting director, or any person serving
in an equivalent position for the Company, was employed by that independent
external auditor and participated in any capacity in the audit of the Company
during the one-year period preceding the date of the initiation of the audit.  
 (2)The term leading or coordinating audit
partner is defined to mean a partner or a person in an equivalent position who
is a member of the audit team and has responsibility for decision-making on
significant auditing, accounting and reporting matters that affect the
financial statements; or maintains regular contact with management of the Company
and the Audit Committee.  (3)The term other audit partner is defined to
mean audit team partners who: (a) provide more than 10 hours of audit,
review or attest services in connection with the annual or interim consolidated
financial statements of the Company; or (b) serve as the lead audit
partner in connection with any audit or review related to the annual or interim
financial statements of a subsidiary whose assets or revenues constitute 20% or
more of the Companys consolidated assets or revenues.  (4)Specialized partners are defined as partners
who consult other members of the audit team during the audit, review or
attestation engagement regarding technical or industry-specific issues,
transactions or events.  15


Appendix G  Procedure
for the commissioning of the independent external auditor  Responsible   16


Appendix H  Application
for approval for services that require specific pre-approval by the Audit
Committee  Submitter
  of the applicationReason
  for submission of the applicationDescription
  and type of the serviceStart and
  end of service provisionAgreed total
  feePreliminaries
  (if relevant)Annexes
  (Draft Contract and agreement as required by the PCAOB rules)Statement
  required by the PolicyDraft
  Resolution  Independent
  external auditor(Place/Date/Signature)   Management
  of client(Place/Date/Signature)   Position of
  the Head of the Group Internal Audit  17


Appendix I  On the
commissioning of the independent external auditor with the provision of
services  Clearance
certificate  CompanyName,
  type and number of service (according to Appendices A, B, C and D of
  the Policy)Start
  and end of service provisionAgreed
  total feeAnnexes
  (Engagement Letter)  We hereby declare that the
performance of the service named above does not impair the required independence
of the external auditor that is commissioned with auditing the annual financial
statements. We also declare that no services exceeding the tenor of the
engagement letter will be rendered.  Independent
  external auditor(Place/Date/Signature)  Management
  of client(Place/Date/Signature)   Position of the Head of the
GroupInternal
Audit  18