audit committee

The Audit Committee is comprised of William T. Mitchell (Chair), Arnold E. Hillier, and Paul G. Oliver. The following is a list of the Committee's key responsibilities:

• Review, evaluate and approve the internal control procedures
• Monitor management's performance in implementing and maintaining appropriate internal control procedures
• Review all arrangements 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
• Review the audit planning memorandum presented by the external auditor
• 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
• Review and concur in the appointment, replacement or dismissal of the Internal Auditor
• Concur with the mandate of the Internal Auditor and annually approve a comprehensive risk-based audit plan as submitted by the Internal Auditor
• Review 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
• 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