Audit Committee Charter
The primary function of the audit committee (the "Committee") is to assist the Board in fulfilling its financial oversight responsibilities by reviewing the financial reports and other financial information provided by the Corporation to regulatory authorities and shareholders, the Corporation’s systems of internal controls regarding finance and accounting and the Corporation’s auditing, accounting and financial reporting processes. Consistent with this function, the Committee will encourage continuous improvement of, and should foster adherence to, the Corporation’s policies, procedures and practices at all levels. The Committee’s primary duties and responsibilities are to:
- Oversee the Corporation’s accounting and financial reporting processes and the audits of its financial statements.
- Serve as an independent and objective party to monitor the Corporation’s internal control system and review the Corporation’s financial statements.
- Review and appraise the performance of the Corporation’s external auditors.
- Provide an open avenue of communication among the Corporation’s auditors, financial and senior management and the Board.
The Committee shall be comprised of three Directors as determined by the Board. All members of the Committee shall meet the independence and experience requirements of all applicable securities laws and stock exchange rules, including, without limitation, the Toronto Stock Exchange, the rules and regulations of the Canadian provincial and federal securities regulatory authorities, Rule 10A-3 adopted by the United States Securities and Exchange Commission (the “SEC”) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 803 of the rules of the NYSE MKT.
At least one member of the Committee shall be an "audit committee financial expert" within the meaning of that term under the Exchange Act and the rules adopted by the SEC thereunder, unless the Board determines that the Committee shall not include an audit committee financial expert and provides the necessary disclosure with respect to such determination as required under the Exchange Act and the rules of the SEC thereunder. If at least one member of the Committee is not determined to be an audit committee financial expert then at least one member of the Committee shall be "financially sophisticated" within the meaning of the rules of the NYSE MKT, in that he or she has past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including but not limited to being or having been a chief executive officer, chief financial officer, other senior officer with financial oversight responsibilities.
No member of the Committee shall have participated in the preparation of the financial statements of the Corporation or any current subsidiary of the Corporation at any time during the prior three years.
All of the members of the Committee shall have the ability to read and understand a set of fundamental financial statements, including a balance sheet, income statement, and cash flow, and shall meet any other financial literacy requirements for audit committee members that may be imposed from time to time under Canadian or United States securities laws or any applicable stock exchange rules, unless the Board determines that an exemption from such requirements in respect of any particular member is available and determines to rely thereon.
The members of the Committee shall be elected by the Board at its first meeting following the annual shareholders’ meeting. Unless a Chair is elected by the full Board, the members of the Committee may designate a Chair by a majority vote of the full Committee membership.
The Committee shall meet at least quarterly, or more frequently as circumstances dictate. Meetings will be conducted, in whole or in part, without the presence of members of management. As part of its job to foster open communication, the Committee will meet at least annually with the Chief Financial Officer and the external auditors.
RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Committee shall:
- Review, re-assess and update this Charter regularly, and at least annually.
- Review and discuss with management the Corporation's financial statements, MD&A and any annual and interim earnings, press releases before the Corporation publicly discloses this information and any reports or other financial information (including quarterly financial statements), which are submitted to any governmental body, or to the public, including any certification, report, opinion, or review rendered by the external auditors.
- Approve, on behalf of the Board, the Corporation’s interim financial statements to be filed pursuant to section 4.3 of NI 51-102, before the Corporation publicly discloses such information.
- If applicable, review and discuss with management and the external auditors the Corporation’s internal controls report and the external auditors’ attestation report prior to the filing the Corporation’s annual report with the SEC.
- In its capacity as a committee of the Board and subject to the rights of shareholders of the Corporation and applicable law, be directly responsible for the appointment, compensation, retention and oversight of the work of the external auditors (including resolution of disagreements between management and the external auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation. The external auditors shall report directly to the Committee.
- Review at least annually, the performance of the external auditors who shall be ultimately accountable to the Board and the Committee as representatives of the shareholders of the Corporation.
- Before the engagement of external auditors and at least annually thereafter, obtain a formal written statement from the external auditors setting forth all relationships between the external auditors and its affiliates, and the Corporation and any person in a “financial reporting oversight role” (such term is defined under the Exchange Act) at the Corporation, that in the external auditors’ professional judgment may reasonably be thought to bear on its independence, consistent with The Public Company Accounting Oversight Board Rule 3526. Such written statement shall also include a written affirmation that the external auditor is independent.
- Review and discuss with the external auditors any relationships disclosed pursuant to the prior paragraph and how they may affect the objectivity and independence of the external auditors.
- Take appropriate action, or recommend that the full Board take appropriate action, to oversee the independence of the external auditors.
- At each meeting, consult with the external auditors, without the presence of management, about the quality of the Corporation’s accounting principles, internal controls and the completeness and accuracy of the Corporation's financial statements.
- Ensure the rotation of the audit partners as required by law, and consider whether, in order to ensure continuing auditor independence, it is appropriate to adopt a policy of rotating the external auditors on a regular basis.
- Set the Corporation's hiring policies regarding partners, employees and former partners and employees of the present and former external auditors of the Corporation.
- Review with management and the external auditors the audit plan, including the staffing therof, for the year-end financial statements and intended template for such statements.
- Review and pre-approve all audit and permitted non-audit services (including the terms thereof and the fees and other compensation related thereto), to be performed for the Corporation by the external auditors, subject to the de minimis exception for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act that are approved by the Committee prior to the completion of the audit.
- Review and discuss with the external auditors any documentation supplied by the external auditors as to the nature and scope of any tax services to be approved, as well as the potential effects of the provision of such services on the external auditors’ independence.
- The Committee may establish detailed policies and procedures for pre-approval of the provision of audit services and permitted non-audit services by the external auditors. When appropriate, the Committee may form and delegate authority to subcommittees consisting of one or more members, including the authority to grant pre-approvals of audit and permitted non-audit services, provided (i) that such delegation must be detailed as to the particular service to be provided, (ii) the Committee's responsibilities may not be delegated to management of the Corporation, (iii) the applicable member(s) must report to the Committee at the next scheduled meeting such pre–approval, and (iv) such member(s) comply with such other procedures as may be established by the Committee from time to time.
- Review and discuss a report from the external auditors, at a minimum once quarterly and generally in conjunction with the review of any audit or review report prepared by the external auditors with respect to the annual or interim financial statements of the Corporation, regarding:
- all critical accounting policies and practices to be used;
- all alternative treatments of financial information within applicable generally accepted accounting principles that have been discussed with management, the ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; and
- other material written communications between the external auditors and Management, such as any management letter or schedule of unadjusted differences.
- Annually discuss with the external auditors whether they have become aware of any illegal acts in the course of the audit of the Corporation’s financial statements that are required to be reported pursuant to Section 10A(b) of the Exchange Act.
FINANCIAL REPORTING PROCESSES
- In consultation with the external auditors, review with management the integrity of the Corporation's financial reporting process, both internal and external.
- Consider the external auditors’ judgments about the quality and appropriateness of the Corporation’s accounting principles as applied in its financial reporting.
- Consider and approve, if appropriate, changes to the Corporation’s auditing and accounting principles and practices as suggested by the external auditors and management.
- Review significant judgments made by management in the preparation of the financial statements and the view of the external auditors as to appropriateness of such judgments.
- Following completion of the annual audit, review separately with management and the external auditors any significant difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information.
- Review any significant disagreement among management and the external auditors in connection with the preparation of the financial statements.
- Review with the external auditors and management the extent to which changes and improvements in financial or accounting practices have been implemented.
- Review disclosures made to the Committee by the Corporation’s principal executive officer and principal accounting officer during their certification process for the Corporation’s quarterly and annual filings, including, without limitation, its Annual Report on Form 20-F, about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Corporation’s internal controls.
- Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
- The Committee shall have the authority, to the extent that it deems necessary or appropriate, to retain independent legal, accounting or other advisors.
- The Corporation shall provide appropriate funding, as determined by the Committee, for payment of (i) compensation to the external auditors for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation, (ii) compensation to any advisors employed by the Committee, and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
- Review and approve or ratify all related-party transactions.
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles or applicable rules and regulations, which are the responsibilities of management and the external auditors.