#2050062 v1 - CSA Staff Notice 52-312 - Audit Committee Co…

Canadian Securities Autorités canadiennes Administrators en valeurs mobilières CSA/ACVM CSA STAFF NOTICE 52-312 AUDIT COMMITTEE COMPLIANCE REVIEW As announced on May 6, 2005, staff of the securities regulatory authorities in Alberta, Saskatchewan, Manitoba, Ontario and Québec conducted a review of compliance with the provisions of Multilateral Instrument 52-110 Audit Committees (the Instrument). This notice outlines the results of our review. The Instrument ent came into force on March 30, 2004 in every jurisdiction in Canada except British Columbia and Québec. In Québec, it came into force on June 30, 2005. With limited exceptions, the Instrument applies to all reporting issuers. Issuers subject to the Instrument were required to comply with its requirements beginning on the earlier of: (i) the issuer's first annual meeting after July 1, 2004, and (ii) July 1, 2005. The Instrument prescribes four broad sets of requirements: • an issuer must have an audit committee that complies with the Instrument; • all members of the audit committee must be independent and financially literate (venture issuers are exempt from these requirements); • an audit committee must have a written charter that includes prescribed responsibilities; and • an issuer must include certain disclosure in its AIF, management information circular or MD&A. The Review Program A sample of 95 issuers was selected from across the country. The selection criteria ...