**EXHIBIT 99.3**
**Audit Committee Mandate**
**1 OBJECTIVE**
The Audit Committee acts as a preparatory body in connection with the Board’ssupervisory roles in financial control and external audit. The Committee isappointed by and shall report regularly to the Board.
The Committee supports the Board in the administration and exercise of itsresponsibility for supervision in accordance with:
(a) the Norwegian Public Limited Companies Act (allmennaksjeloven) §§ 6-12 and6-13 and the Norwegian securities legislation;
(b) applicable provisions of the U.S. Securities Exchange Act of 1934 (the“Exchange Act”) and regulations stipulated by the U.S. Securities and ExchangeCommission (SEC) in the Exchange Act; and
(c) applicable listing standards of the securities exchanges on which thecompany’s securities are listed.
The primary function of the Committee is to assist the Board in exercising itssupervisory responsibility, with respect to:
• the integrity of the Company’s financial statements; • the qualifications, independence and performance of the external auditor; • the performance of the Company’s internal audit function.
**2** **ORGANIZATION** The Board appoints at least three Audit Committee members from its own membersand appoints one of these as Committee Chair. The employee representatives onthe Board may nominate one Committee member to the Board. The Audit Committeemembers are appointed for a two-year term. Each Committee member shall be independent as defined by the SEC and otherwiseunconnected to any relations that could, in the opinion of the Board, interferewith the exercise of his or her independent judgment as a member of theCommittee. When appointing members to the Committee, the Board shall take intoconsideration whether the person concerned has the necessary knowledge of basicfinance and accounting practices. At least one member of the Committee shallhave accounting or related financial management expertise, as deemedappropriate by the Board. The Company’s internal audit department shall provide support to the AuditCommittee as necessary, and shall act as its secretary. **3** **MEETINGS** The Audit Committee shall meet in connection with the quarterly and annualfinancial reporting and otherwise as often as it considers necessary. The Audit Committee chooses who shall represent the Company at its meetings. Itis assumed that the chief financial officer will attend all meetings.
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The external auditor shall participate in relevant agenda points at allmeetings. Each regularly scheduled meeting shall conclude with a separate session for theCommittee members. The Audit Committee shall meet with the senior vice president, Internal Audit,and the external auditor at least once a year without the presence of CorporateManagement. **4 COMMITTEE TASKS** The Committee’s tasks shall encompass:
 • **Financial reporting and relations between Management and the external auditor**
  The Committee shall:  - Discuss with Management and the external auditor the annual audited financial statements andquarterly financial statements, including disclosures made in management’s discussion and analysis.  - Review input to the Audit Committee from the Company’s CEO and CFO in connection with theircertification of the Company’s annual report on Form 20-F.  - Review the results of the annual audit and quarterly reviews carried out by the external auditor.  - Discuss with Management and the external auditor significant financial reporting issues andjudgments made in connection with the preparation of the Company’s annual and quarterly financialstatements.  - Discuss with the Company’s legal counsel and external auditor the process to ensure compliance withrelevant standards of conduct and legal matters that could have a significant impact on the Company’sannual and quarterly financial statements or accounting policies.  - Resolve disagreements between Management and the external auditor on financial reporting.  - Consider and propose a candidate to be elected by the Annual General Meeting as external auditor ofthe Company.  - Consider and propose the external auditor’s remuneration to be fixed by the Annual General Meeting.  - Supervise and function as the primary reporting instance the external auditor’s work on auditrelated matters.  - Evaluate the qualifications, performance and independence of the external auditor.  - Pre-approve the audit and significant non-audit services (including the fees and terms associatedwith such services) to be performed by the external auditor.  - Recommend to the Board policies for the Company’s hiring of employees or former employees of theexternal auditor.  - Supervise the Company’s process for appointment, termination and remuneration of independentauditors in subsidiaries where the Company has a controlling position.
 • **Supervision of the internal audit function**
  The Committee shall:  - Discuss the adequacy of the Company’s internal audit system.  - Evaluate the results of the internal audit and ensure that recommendations are paid appropriateattention.
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• **Handling complaints**
The Audit Committee shall establish and maintain procedures for thereceipt, retention, and handling of complaints about accounting, internalaccounting controls, or auditing matters, including procedures for theconfidential, anonymous submission by Company employees of concernsregarding questionable accounting or auditing matters.
• **Performance evaluation**
The Audit Committee shall conduct an annual performance evaluation of its activities.
The Committee shall base its work on the assumption that the external auditorsand Internal Auditor Corporate have brought to the Committee’s attention anyissue that they, in their best judgment, regard as important for the exerciseof the Committee’s responsibilities.
**5 AUTHORITY**
The Audit Committee may examine all activities and circumstances connected tothe operations of the Company in the execution of its tasks. In thisconnection, the Committee may request the CEO to provide access to information,facilities and personnel.
The Audit Committee may carry out the surveys it deems necessary to fulfill itstasks, and may use the Company’s internal audit, external audit and externaladvisors in this connection.
**6 REPORTING**
Minutes from the Audit Committee meetings shall be distributed to the membersof the Board at the subsequent meeting. Audit Committee meetings wherequarterly and annual financial reporting is discussed shall be coordinated withthe Board meetings on these issues. The Audit Committee may give an oral reportfrom these meetings to the Board through the Committee Chair.
The Board may at any time require more detailed oral or written reports fromthe Committee.
**7 LIMITATIONS ON THE AUDIT COMMITTEE’S ROLE**
The Audit Committee members are answerable only to the Board in connection withthe fulfillment of their tasks. The Board retains full responsibility for theAudit Committee’s tasks.
The President and CEO is responsible for preparing and presenting to the Boardof Directors the Company’s annual and quarterly financial statements, and theexternal auditor is responsible for auditing and/or reviewing these financialstatements. While the Committee is entrusted with the tasks set out in thismandate, it is not the responsibility of the Committee to plan or conductaudits or to determine whether the Company’s financial statements, the resultsof operations and cash flows are a fair presentation of the Company’s financialposition in compliance with generally accepted accounting principles. Incarrying out its tasks, the Committee does not provide any expert or particularconfirmation of the Company’s financial statements or any professionalcertification of the external auditor’s work.
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