TMX Group Inc. Finance and Audit Committee Charter

icon

9

pages

icon

English

icon

Documents

Écrit par

Publié par

Le téléchargement nécessite un accès à la bibliothèque YouScribe Tout savoir sur nos offres

icon

9

pages

icon

English

icon

Ebook

Le téléchargement nécessite un accès à la bibliothèque YouScribe Tout savoir sur nos offres

TMX GROUP INC. (the “Corporation”) FINANCE AND AUDIT COMMITTEE CHARTER 1. General The Board of Directors of the Corporation (the “Board”) has established a Finance and Audit Committee (the “Committee”) to take steps on its behalf as are necessary to assist the Board in fulfilling its oversight responsibilities regarding: (a) the integrity of the Corporation’s financial statements; (b) the internal control systems of the Corporation; (c) the external audit process; (d) the internal audit and assurance process; (e) risk management; (f) investment opportunities and the raising of funds by the Corporation; (g) the administration, financial reporting and investment activities of the pension plan(s); (h) the Corporation’s compliance with legal and regulatory requirements, and (i) any additional duties set out in this Charter or otherwise delegated to the Committee by the Board. 2. Members The Board will in each year appoint a minimum of four (4) directors as members of the Committee. All members of the Committee will be independent directors as required by law and all recognition orders and exemption orders issued in respect of the Corporation by applicable securities regulatory authorities. All members of the Committee shall be financially literate. While the Board shall determine the definition of and criteria for financial literacy, this shall, at a minimum, include the ability to read and understand a set of financial statements ...
Voir Alternate Text

Publié par

Nombre de lectures

16

Langue

English

TMX GROUP INC.
(the “Corporation”)
FINANCE AND AUDIT COMMITTEE
CHARTER
1.
General
The Board of Directors of the Corporation (the “Board”) has established a Finance and Audit
Committee (the “Committee”) to take steps on its behalf as are necessary to assist the Board in
fulfilling its oversight responsibilities regarding:
(a)
the integrity of the Corporation’s financial statements;
(b)
the internal control systems of the Corporation;
(c)
the external audit process;
(d)
the internal audit and assurance process;
(e)
risk management;
(f)
investment opportunities and the raising of funds by the Corporation;
(g)
the administration, financial reporting and investment activities of the pension
plan(s);
(h)
the Corporation’s compliance with legal and regulatory requirements, and
(i)
any additional duties set out in this Charter or otherwise delegated to the
Committee by the Board.
2.
Members
The Board will in each year appoint a minimum of four (4) directors as members of the
Committee.
All members of the Committee will be independent directors as required by law and
all recognition orders and exemption orders issued in respect of the Corporation by applicable
securities regulatory authorities.
All members of the Committee shall be financially literate.
While the Board shall determine the
definition of and criteria for financial literacy, this shall, at a minimum, include the ability to
read and understand a set of financial statements that present a breadth and level of complexity
of accounting issues that are generally comparable to the breadth and complexity of the issues
that can reasonably be expected to be raised by the Corporation’s financial statements.
The Chief Executive Officer (“CEO”) of the Corporation and, to the extent the Chair of the
Board is not otherwise a member of the Committee, the Chair, and all other non-management
directors who are not members of the Committee may attend all meetings of the Committee in an
ex-officio capacity and will not vote.
Directors who are also members of management, other
than the CEO, shall be entitled to attend meetings of the Committee if invited to do so by the
Chair of the Committee.
The CEO shall not attend in-camera sessions.
TMX GROUP INC.
FINANCE AND AUDIT COMMITTEE CHARTER
Page 2
3.
Duties
The Committee shall have the following duties:
(a)
Financial Reporting and Disclosure
1.
Audited Annual Financial Statements: Review the audited annual financial
statements, all related MD&A, and earnings press releases for submission to the
Board for approval.
2.
Quarterly Review: Following their review by the external auditor, review the
quarterly financial statements, the related management discussion and analysis
(“MD&A”), and earnings press releases for submission to the Board for approval.
3.
Significant Accounting Principles and Disclosure Issues: Review with
management and the external auditor, significant accounting principles and
disclosure issues, including complex or unusual transactions, highly judgmental
areas such as reserves or estimates, significant changes to accounting principles,
and alternative treatments under Canadian GAAP for material transactions.
This
shall be undertaken with a view to understanding their impact on the financial
statements, and to gaining reasonable assurance that the statements are accurate,
complete, do not contain any misrepresentations, and present fairly the
Corporation’s financial position and the results of its operations in accordance
with Canadian GAAP.
4.
Compliance: Confirm through discussions with management that Canadian
GAAP and all applicable laws or regulations related to financial reporting and
disclosure have been complied with.
5.
Legal Events: Review any actual or anticipated litigation or other events,
including tax assessments, which could have a material current or future effect on
the Corporation’s financial statements, and the manner in which these have been
disclosed in the financial statements.
6.
Off-Balance-Sheet Transactions: Discuss with management the effect of any off-
balance-sheet transactions, arrangements, obligations and other relationships with
unconsolidated entities or other persons that may have a material current or future
effect on the Corporation’s financial condition, changes in financial condition,
results of operations, liquidity, capital expenditures, capital resources, or
significant components or revenues and expenses.
7.
Other Disclosures: Satisfy itself that adequate procedures are in place for the
review of the Corporation’s public disclosure of financial information, other than
the public disclosure of the information referred to in sections 1 and 2 above, and
periodically assess the adequacy of those procedures.
TMX GROUP INC.
FINANCE AND AUDIT COMMITTEE CHARTER
Page 3
(b)
Oversight of Internal Controls
8.
Review and Assessment: Review and assess the adequacy and effectiveness of the
Corporation’s system of internal control and management information systems
through discussions with management, the Chief Internal Auditor (“CIA”), and
the external auditor.
9.
Oversight: Oversee system of internal control, by:
Monitoring and reviewing policies and procedures for internal accounting,
internal audit, financial control and management information;
Consulting with the external auditor regarding the adequacy of the
Corporation’s internal controls;
Reviewing with management its philosophy with respect to internal
controls and, on a regular basis, all significant control-related findings
together with management’s response; and
Obtaining from management adequate assurances that all statutory
payments and withholdings have been made.
10.
Fraud: Oversee investigations of alleged fraud and illegality relating to the
Corporation’s finances.
11.
Complaints:
Review with management that appropriate procedures exist for the
receipt, retention and treatment of complaints received by the Corporation
regarding accounting, internal accounting controls or auditing matters, the
confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters, and for the protection from
retaliation of those who report such complaints in good faith.
(c)
External Audit
12.
Appointment or Replacement: Recommend the appointment or replacement of the
external auditor to the Board, who will consider the recommendation prior to
submitting the nomination to the shareholders for their approval.
13.
Compensation:
Review with management, and make recommendations to the
Board, regarding the compensation of the external auditor.
In making a
recommendation with respect to compensation, the Committee shall consider the
number and nature of reports issued by the external auditor, the quality of internal
controls, the size, complexity and financial condition of the Corporation, and the
extent of internal audit and other support provided by the Corporation to the
external auditor.
TMX GROUP INC.
FINANCE AND AUDIT COMMITTEE CHARTER
Page 4
14.
Reporting Relationships:
The external auditor will report directly to the
Committee.
15.
Performance: Review with management, on a regular basis, the terms of the
external auditor’s engagement, accountability, experience, qualifications and
performance.
Evaluate the performance of the external auditor.
16.
Transition:
Review management’s plans for
an orderly transition to a new
external auditor, if required.
17.
Audit Plan: Review the audit plan and scope of the external audit with the
external auditor and management, and consider whether the nature and scope of
the planned audit procedures can be relied upon to detect weaknesses in internal
controls, frauds or other illegal acts.
18.
Audit Plan Changes: Discuss with the external auditor any significant changes
required in the approach or scope of their audit plan, management’s handling of
any proposed adjustments identified by the external auditor, and any actions or
inactions by management that limited or restricted the scope of their work.
19.
Review of Results: Review, in the absence of management, the results of the
annual external audit, the audit report thereon and the auditor’s review of the
related MD&A, and discuss with the external auditor the quality (not just the
acceptability) of accounting principles used, any alternative treatments of
financial information that have been discussed with management, the
ramifications of their use and the auditor’s preferred treatment, and any other
material communications with management.
20.
Disagreements with Management: Resolve any disagreements between
management and the external auditor regarding financial reporting.
21.
Material Written Communications: Review all other material written
communications between the external auditor and management, including the
post-audit management letter containing the recommendations of the external
auditor, management’s response and, subsequently, follow up identified
weaknesses.
22.
Interim Financial Statements: Engage the external auditor to review all interim
financial statements and review, in the absence of management, the results of the
auditor’s review of the interim financial statements and the auditor’s review of the
related MD&A.
23.
Other audit matters: Review any other matters related to the external audit that are
to be communicated to the Committee under generally accepted auditing
standards.
TMX GROUP INC.
FINANCE AND AUDIT COMMITTEE CHARTER
Page 5
24.
Meeting with External Auditor:
Meet with the external auditor in the absence of
management at least quarterly to discuss and review specific issues as appropriate
as well as any significant matters that the auditor may wish to bring to the
Committee for its consideration.
25.
Correspondence: Review with management and the external auditor any
correspondence with regulators or governmental agencies, employee complaints
or published reports that raise material issues regarding the Corporation’s
financial statements or accounting policies.
26.
Independence: At least annually, and before the external auditor issues its report
on the annual financial statements, review and confirm the independence of the
external auditor through discussions with the auditor on their relationship with the
Corporation, including details of all non-audit services provided.
Consider the
safeguards implemented by the external auditor to minimize any threats to their
independence, and take action to eliminate all factors that might impair, or be
perceived to impair, the independence of the external auditor.
Consider the
number of years the lead audit partner has been assigned to the Corporation, and
consider whether it is appropriate to recommend to the Board a policy of rotating
the lead audit partner more frequently than every five years, as is required under
the rules of the Canadian Public Accountability Board.
27.
Non-Audit/Audit Services: Pre-approve any non-audit services to be provided to
the Corporation or its subsidiaries by the external auditor, with reference to
compatibility of the service with the external auditor’s independence.
28.
Hiring Policies: Review and approve the hiring policies regarding partners,
employees and former partners and employees of the present and former external
auditor.
(d)
Internal Audit and the Provision of Assurance
29.
Chief Internal Auditor: Review and approve the appointment, replacement or
dismissal of the CIA.
The CIA reports to the Chief Executive Officer (“CEO”)
administratively and to the Committee functionally.
30.
Assurance Activities: Review with management and the CIA the mandate,
staffing, plans, activities, and results of the Corporation’s assurance providers to
gain reasonable assurance that their activities are appropriately comprehensive,
effective and coordinated with the external auditor.
31.
Assurance Findings: Discuss the impact of any significant assurance findings,
together with the appropriateness of management’s response, on the adequacy and
effectiveness of the Corporation’s system of internal control.
TMX GROUP INC.
FINANCE AND AUDIT COMMITTEE CHARTER
Page 6
32.
Meeting: Meet with the CIA in the absence of management at least annually to
discuss and review specific issues as appropriate as well as any significant matters
that the CIA may wish to bring to the Committee for its consideration, including a
discussion of any restrictions or limitations placed on the CIA with respect to
scope of work or access to required information.
(e)
Risk Management
33.
Adequacy of Policies and Procedures: Review and assess the adequacy of the
Corporation’s risk management policies and procedures with regard to
identification of the Corporation’s principal risks annually, and review (at least
semi-annually) updates on these risks from the Director, Risk Management.
Review and assess the adequacy of the implementation of appropriate systems to
mitigate and manage the risks, and report regularly to the Board.
(f)
Financial Planning and Investments
34.
Business Plan: Review and recommend the Business Plan, including the annual
Operating and Capital Budgets for submission to the Board for approval.
Review
periodic financial forecasts.
35.
Investment Opportunities: Review and assess investment opportunities of a value
exceeding management’s authority, in accordance with procedures established by
the Board from time to time.
36.
Guidelines and Policies: Review and approve guidelines and policies for the
investing of cash and marketable securities and review reports from management
on the results of such investments against established benchmarks.
37.
Additional Funds for Investment: Review and assess management’s plans with
respect to raising additional funds whether through debt or capital, in accordance
with procedures established by the Board from time to time.
(g)
Pension Plan
38.
Oversight: Review and assess management’s reports on pension plan oversight
including:
(i)
Review management controls and processes with respect to the
administration of investment activities, financial reporting and funding of
the plan(s).
TMX GROUP INC.
FINANCE AND AUDIT COMMITTEE CHARTER
Page 7
(ii)
Confirm the following appointments for the management of the plan(s),
subject to exceptions where the appointment authority is assigned to
another party as per plan documents:
Auditor
Trustee
Fund Manager
(iii)
Annually, or as required, together with the Human Resources Committee,
appoint members of the Pension Committee.
(iv)
Review the actuarial assumptions used for the valuation, including the rate
of return on investments and the discount rate used to arrive at the funding
requirements.
(v)
Review and approve the plan(s) investment objectives and guidelines
annually and amend if necessary.
(vi)
Review the investment performance of the funds and the investment
managers, and their compliance with the investment objectives and
guidelines and applicable legislation.
(vii)
Review and approve the annual audited financial statements of the plan(s).
(h)
Compliance
39.
Filings with Regulatory Authorities: Review with management the Corporation’s
relationship with regulators, and the timeliness and accuracy of Corporation
filings with regulatory authorities.
40.
Employee Code of Conduct: Confirm that adequate and effective systems are in
place to enforce compliance with the Employee Code of Conduct. Ensure the
Employee Code of Conduct is disclosed in the Corporation’s annual report or
information circular at least every three years or following a material amendment.
Alternatively, confirm with management that an up-to-date version of the
Employee Code of Conduct is disclosed on the Corporation’s website.
(i)
Communication
41.
Communication Channels: Establish and maintain direct communication channels
with management, the CIA, the external auditor and the Board to discuss and
review specific issues as appropriate.
TMX GROUP INC.
FINANCE AND AUDIT COMMITTEE CHARTER
Page 8
42.
Coordination with Management: The Committee will coordinate with
management on audit and financial matters, and will:
Meet privately with management to discuss any areas of concern to the
Committee or management; and
Review expenses incurred by the Chair of the Board and CEO of the
Corporation.
Ensure that the CEO reviews all expenses incurred by direct
executive reports of the CEO.
(j)
Related Party Transactions
43.
Related Party Transactions: Review with management all related party
transactions and the development of policies and procedures related to those
transactions.
(k)
Board Relationship and Reporting
44.
Adequacy of Charter: Review and assess the adequacy of the Committee Charter
annually and submit such amendments as the Committee proposes to the
Governance Committee.
45.
Disclosure: Oversee appropriate disclosure of the Committee’s Charter, and other
information required to be disclosed by applicable legislation, in the
Corporation’s Annual Information Form and all other applicable disclosure
documents.
46.
Reporting: Report regularly to the Board on Committee activities, issues and
related recommendations.
4.
Chair
The Board will in each year appoint the Chair of the Committee.
The Chair shall have
accounting or related financial expertise.
In the Chair’s absence, or if the position is
vacant, the Committee may select another member as Chair.
The Chair will have the
right to exercise all powers of the Committee between meetings but will attempt to
involve all other members as appropriate prior to the exercise of any powers and will, in
any event, advise all other members of any decisions made or powers exercised.
TMX GROUP INC.
FINANCE AND AUDIT COMMITTEE CHARTER
Page 9
5.
Meetings
The Committee shall meet at the request of its Chair, but in any event it will meet at least
four times a year.
Notices calling meetings shall be sent to all Committee members, to
the CEO of the Corporation, to the Chair of the Board and to all other directors.
The
external auditor or any member of the Committee may call a meeting of the Committee.
6.
Quorum
A majority of members of the Committee, present in person, by teleconferencing, or by
videoconferencing will constitute a quorum.
7.
Removal and Vacancy
A member may resign from the Committee, and may be removed and replaced at any
time by the Board, and will automatically cease to be a member as soon as the member
ceases to be a director.
The Board will fill vacancies in the Committee by appointment
from among the directors of the Board in accordance with Section 2 of this Charter.
Subject to quorum requirements, if a vacancy exists on the Committee, the remaining
members will exercise all its powers.
8.
Experts and Advisors
The Committee may retain or appoint, at the Corporation’s expense, such experts and
advisors as it deems necessary to carry out its duties, and to set and pay their
compensation.
The Committee shall provide notice to the Governance Committee of its
actions in this regard.
9.
Secretary and Minutes
The Chief Financial Officer of the Corporation, or such other person as may be appointed
by the Chair of the Committee, will act as Secretary of the Committee.
The minutes of
the Committee will be in writing and duly entered into the books of the Corporation.
The
minutes of the Committee will be circulated to all members of the Board.
Voir Alternate Text
  • Univers Univers
  • Ebooks Ebooks
  • Livres audio Livres audio
  • Presse Presse
  • Podcasts Podcasts
  • BD BD
  • Documents Documents
Alternate Text