Approved by the Company’s Board of Directors (the “Board”) on April 20, 2021

General Mandate

The Audit Committee (the “Committee”) will 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.

The Committee will have oversight responsibility over:

  • the integrity of the Company’s financial statements;
  • the Company’s compliance with legal and regulatory requirements;
  • the external auditors’ appointment, qualifications, independence and performance; and
  • the performance of the Company’s internal audit function (“Internal Audit”).

The Committee’s role is one of oversight.  The Company’s management is responsible for preparing the Company’s financial statements and providing all required certifications relating to those financial statements, and the external auditor is responsible for auditing those financial statements.  In carrying out its oversight role, the Committee will be entitled to rely on information provided by management of the Company (“Management”) and the external auditor.  The Committee is not responsible for providing any expert or special assurance or any guarantee as to the accuracy or completeness of the Company’s financial statements or its public disclosure.

The Committee will also be responsible for those other matters as set out in this Charter and/or as may be delegated to it by the Board from time to time.


The Committee will carry out the following responsibilities: