3 pages

English

Audit Committee Charter

Orro - Marl

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3 pages

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¾¾¾¾¾Audit Committee Charter A. Mandate The Board of Directors of the Corporation has an overall responsibility to oversee the affairs of the Company for the benefit of the shareholders. The Audit Committee is appointed by the Board to assist the Board in fulfilling its oversight responsibilities. The Audit Committee has been established (within the meaning of section 3(a)(58)(A) of the Exchange Act) with the following duties and responsibilities: Ensure the effectiveness of the overall process of identifying and addressing principal business risk and the adequacy of the related disclosure Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and legal compliance Monitor the independence and performance of the Company’s independent auditors Provide an avenue of communications among the independent auditors, management and the Board of Directors Encourage adherence to, and continuous improvement of, the Company’s policies, procedures and practices at all levels The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization. The Audit Committee has the ability to retain, at the Company’s expense, special legal, accounting or other consultants or experts it deems necessary in the performance of its duties. B. ...

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Publié par	Orro
Nombre de lectures	20
Langue	English

Extrait

Audit Committee Charter

Mandate

The Board of Directors of the Corporation has an overall responsibility to oversee the

affairs of the Company for the benefit of the shareholders.

The Audit Committee is

appointed by the Board to assist the Board in fulfilling its oversight responsibilities.

The

Audit Committee has been established (within the meaning of section 3(a)(58)(A) of the

Exchange Act) with the following duties and responsibilities:

Ensure the effectiveness of the overall process of identifying and addressing

principal business risk and the adequacy of the related disclosure

Monitor the integrity of the Company’s financial reporting process and systems of

internal controls regarding finance, accounting and legal compliance

Monitor the independence and performance of the Company’s independent

auditors

Provide an avenue of communications among the independent auditors,

management and the Board of Directors

Encourage adherence to, and continuous improvement of, the Company’s

policies, procedures and practices at all levels

The Audit Committee has the authority to conduct any investigation appropriate to

fulfilling its responsibilities, and it has direct access to the independent auditors as well as

anyone in the organization.

The Audit Committee has the ability to retain, at the

Company’s expense, special legal, accounting or other consultants or experts it deems

necessary in the performance of its duties.

Composition and Meetings

Audit Committee members shall meet the requirements of the TSX and US Securities and

Exchange Commission.

The Audit Committee will have, at least, one member who

meets the definition of “audit committee financial expert” (as defined under Section 407

of the Sarbanes-Oxley Act of 2002) and that he is independent (in accordance with the

criteria set forth in the American Stock Exchange Company Guide).

The Audit

Committee shall be comprised of three or more directors as determined by the Board,

each of whom shall be independent non-executive directors, free from any relationship

that would interfere with the exercise of his or her independent judgment.

All members

of the Committee shall have a basic understanding of finance and accounting and be able

to read and understand fundamental financial statements, and at least one member of the

Committee shall have accounting or related financial expertise.

Audit Committee members shall be appointed by the Board.

If the Audit Committee

Chair is not designated or present, the members of the Committee may designate a Chair

by majority vote of the Committee membership.

The Committee shall meet at least four times annually, or more frequently as

circumstances dictate.

The Audit Committee Chair shall prepare and/or approve an

agenda in advance of each meeting.

The Committee should meet, at least annually, with

management, the independent auditors and as a committee to discuss any matters that the

Committee or each of these groups believe should be discussed.

In addition, on a

quarterly basis, the Committee or its Chair, should communicate with management the

Company’s financial statements and any significant findings based upon the Auditors

limited review procedures, if any.

Responsibilities and Duties

Review Procedures

Review the Company’s annual audited financial statements and

management discussion and analysis prior to filing or distribution.

Review should include discussion with management and independent

auditors of significant issues regarding accounting principles, practices

and judgments.

In consultation with management and the independent auditors,

consider the integrity of the Company’s financial reporting processes

and controls.

Discuss significant financial risk exposures and the steps

management has taken to monitor, control and report such exposures.

Review significant findings prepared by the independent auditors

together with management’s responses.

In consultation with management, review the Company’s quarterly

financial results and management discussion and analysis prior to the

release of earnings.

Discuss any significant changes to the Company’s

accounting principles and any items required to be communicated by

the independent auditors.

Independent Auditors

The independent auditors are directly accountable to the Audit

Committee.

The Audit Committee shall review the independence and

performance of the auditors and annually recommend to the Board of

Directors the appointment of the independent auditors or approve any

discharge of auditors when circumstances warrant.

Approve the fees and other significant compensation to be paid to the

independent auditors, and pre-approve any non-audit services that the

auditor may provide.

On an annual basis, the Committee should review and discuss with the

independent auditors all significant relationships they have with the

Company or any member of management, that could impair the

auditor’s independence.

Review the independent auditors audit plan and engagement letter.

Discuss the year end results with the Committee before releasing.

The Committee shall consider the independent auditors’ judgments

about the quality and appropriateness of the Company’s accounting

principles as applied in its financial reporting.

Responsibilities

10.

At least on an annual basis, review with the Company’s counsel, any

legal matters that could have a significant impact on the organization’s

financial statements, the Company’s compliance with applicable laws

and regulations, and inquiries received from regulators or

governmental agencies.

11.

The Chairman, with the assistance of the entire Committee, shall

annually produce a report to shareholders to be included in the

Company’s information circulars.

The Chairman of the Audit

Committee will review all disclosure documents to be issued by the

Company relating to financial matters, including news releases, any

financial documents submitted to the TSX in Canada or the Securities

and Exchange Commission in the United States and information

circulars.

12.

Oversee the establishment and implementation of the Company’s Code

of Business Conduct and Ethics and Whistle-Blower Policy and

Procedures.

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