The Audit Committees are comprised entirely of independent directors and perform several functions, including the following:

• Monitor management’s performance in implementing and maintaining appropriate internal control procedures
• Review, evaluate and approve the internal control procedures
• Review all arrangements, if any, involving an outsourcing of significant operations
• Concur with the external auditors to be nominated for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, and oversee their work
• Pre-approve services and expenditures to the external auditor, in accordance with policy
• Review the audit planning memorandum presented by the external auditor
• Annually review all amounts paid to the external auditor and other accounting firms
• Concur with hiring policies regarding partners, employees and former partners and employees of the external auditor
• Recommend policies respecting corporate disclosure
• Concur with the Mandate of the Disclosure Committee
• Review disclosure controls and procedures
• Concur with the mandate of the Internal Auditor and annually approve a comprehensive risk-based audit plan as submitted by the Internal Auditor
• Receive all risk-based internal audit reports and receive updates from the Internal Auditor on the status of management’s implementation of recommendations within such reports
• Meet with the Internal Auditor and management to discuss the effectiveness of the internal control procedures
• Review new accounting policies and amendments to existing accounting policies
• Establish procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters
• Establish procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters and with respect to any instances of management’s overrides of internal controls or policies
• Review annually disaster/contingency plans
• Approve interim financial statements and MD&A
• Concur with the annual financial statements and MD&A
• Review interim and annual earnings releases before public disclosure
• Review the Annual Information Form
• Review at least annually policies and procedures with respect to capital management, anti-money laundering and anti-terrorist financing, and internal controls, and receive management reports regarding adherence to same
• Report regularly to the Board of Directors

Members: William T. Mitchell (Chair), Arnold E. Hillier, Paul G. Oliver