Audit

AUDIT COMMITTEE CHARTER

Approved by the Board on September 12, 2017

General Mandate

To assist the Board in fulfilling its responsibility to oversee the Company’s financial reporting and audit processes, its system of internal controls and its process for monitoring compliance with applicable financial reporting and disclosure laws and its own policies.

Responsibilities

The Committee will carry out the following responsibilities:

Financial Statements

  • Review significant accounting and financial reporting issues, including complex or unusual transactions, significant contingencies and highly judgmental areas, and recent professional and regulatory pronouncements, and understand their impact on the Company’s financial statements
  • Review the interim financial reports (including financial statements, management’s discussion and analysis and related news releases) with management and the auditors, consider whether they are complete and consistent with the information known to Committee members and either provide a recommendation to the Board with respect to the approval of the interim financial reports or, if so delegated by the Board, approve the interim financial reports and the filing of the same together with all required documents and information with regulators
  • Understand how management develops interim financial information, and the nature and extent of auditor involvement
  • Review with management and the auditors the results of the audit, including any difficulties encountered
  • Review the annual financial statements, the annual management discussion and analysis and related news releases, and consider whether they are complete, consistent with information known to Committee members, and reflect appropriate accounting principles, and provide a recommendation to the Board with respect to the approval of the statements, the management discussion and analysis and the news release
  • Review with management and the auditors all matters required to be communicated to the Committee under generally accepted auditing standards

Internal Control

  • Require management of the Company to implement and maintain appropriate internal control procedures over annual and interim financial reporting
  • Review with management and auditors the adequacy and effectiveness of the Company’s internal control over annual and interim financial reporting, including information technology security and control and controls related to the prevention and detection of fraud and improper or illegal transactions or payments, the status of the remediation of any identified control deficiencies, and elicit recommendations for improvements
  • Understand the scope of the auditors’ review of internal control over financial reporting, and obtain and review reports on significant findings and recommendations, including respecting the Company’s accounting principles or changes to such principles or their application and the treatment of financial information discussed with management, together with management’s responses

Audit

  • Review the auditors’ proposed audit scope and approach
  • Review the performance of the auditors, and provide a recommendation to the Board with respect to the nomination of the auditors for appointment and remuneration
  • Review and confirm the independence of the auditors by obtaining statements from the auditors on relationships between the auditors and the Company, including non-audit services, and discussing the relationships with the auditors
  • Periodically evaluate the need for the establishment of an internal audit function and make appropriate recommendations to the Board

Compliance

  • Review with management the adequacy and effectiveness of the Company’s systems for monitoring compliance with financial reporting and disclosure laws, including the Company’s disclosure controls and procedures, and the results of management’s investigation and follow-up (including disciplinary action) of any instances of non-compliance
  • Review the findings of any examinations by regulatory agencies, and any auditor observations
  • Obtain regular updates from management and Company legal counsel regarding compliance matters

Reporting Requirements

  • Regularly report to the Board about Committee activities, issues and related recommendations
  • Provide an open avenue of communication between the auditors and the Board
  • Review any reports the Company issues that relate to Committee responsibilities

Other Responsibilities

  • Institute and oversee special investigations as needed
  • Develop and implement a policy for the approval of the provision of non-audit services by the auditors and assessing the independence of the auditors in the context of these engagements
  • Establish procedures for: (a) the receipt, retention and treatment of complaints received regarding non-compliance with the Company’s Code of Conduct, violations of laws or regulations, or concerns regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by officers or employees of the Company or by other persons of concerns regarding questionable accounting, auditing or financial reporting and disclosure matters or non-compliance with the Company’s Code of Conduct or other matters that are of a sensitive or “whistleblower” nature
  • Assist the Board with its responsibility to, with the advice of management, identify the principal financial and audit risks of the Company and establish systems and procedures to ensure these principal financial and audit risks are monitored, and to make recommendations to the Board
  • Annually review the expenses of the Chief Executive Officer
  • Perform other activities related to this charter as requested by the Board
  • Review and assess the adequacy of this charter annually, requesting Board approval for proposed changes
  • Review terms of any Code of Conduct established by the Board and respond to any related compliance issues
  • Confirm annually to the Board that all responsibilities outlined in this charter have been carried out

Qualifications and Procedures

  • The composition of the Committee will comply with applicable laws including requirements for independence, unrelated to management, financial literacy and audit experience
  • The Chair of the Committee will be designated by the Board
  • The Committee will meet at least four times annually, and more frequently as circumstances dictate, and the CFO and a representative of the auditors should be available on request to attend all meetings
  • The Committee should meet privately in executive session with representatives of each of management and of the auditors to discuss any matters of concern to the Committee or such members, including any post-audit management letter
  • The Committee may retain any outside advisor at the expense of the Company, without the Board’s approval, at any time and has the authority to determine any such advisor’s fees and other retention terms
  • Minutes of each meeting should be prepared, approved by the Committee and circulated to the full Board