CUC - Audit Committee Mandate- March 2006

CARIBBEAN UTILITIES COMPANY, LTD. AUDIT COMMITTEE MANDATE March 2, 2006 Audit Committee Mandate Approved by: Effective date: Page 1 of 8 A. DEFINITIONS In this mandate: (a) “Board” means the board of directors of the Corporation; (b) “CICA” means the Canadian Institute of Chartered Accountants or any successor body; (c) “Committee” means the Audit committee of the Board; (d) “Corporation” means Caribbean Utilities Company, Ltd. (CUC); (e) “Director” means a member of the Board; (f) “External Auditor” means the firm of chartered accountants appointed by the shareholders to act as External Auditor of the Corporation; (g) “Financially literate” means having 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 in the Corporation’s financial statement; (h) “Management” means the senior officers of the Corporation; and (i) “Member” means a member of the Committee. B. STATEMENT OF The Committee shall provide assistance to the Directors in fulfilling their POLICY responsibility to the shareholders, potential investors and the investment community generally related to the following oversight responsibilities: 1) Integrity of the Corporation’s financial statements, 2) Corporation’s compliance with legal and regulatory requirements, including ...