Investor Presentaiton
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(d)
The Audit Committee may invite, from time to time, such person as it may see fit to attend its meeting and
to take part in discussion and consideration of the affairs of the Committee. However, any such persons
invited may not vote at any meeting of the Audit Committee.
The Board, may, at any time, remove any member of the Audit Committee at its discretion and may accept
the resignation of any member of the Committee. Vacancies at any time occurring on the Audit Committee
shall be filled by the Board.
3.
Meetings and Procedure
(i)
(ii)
(iii)
(iv)
(v)
(vi)
(vii)
4.
The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate.
Such meetings shall be held by telephone or by any other mean which enables all participants to
communicate with each other simultaneously.
The Audit Committee may fix its own procedure at meetings and for the calling of meetings except as may
be otherwise provided by the Board.
A quorum for the transaction of business at an Audit Committee meeting shall be a majority of the
Committee members. All decisions and recommendations made by the Audit Committee shall be made by
a majority vote of the members present at the meeting.
An "in-camera" session of the members of the Audit Committee shall be held as part of each meeting of the
Committee.
Notice of meetings shall be given by letter, facsimile, email or telephone not less than 24 hours before the
time fixed for the meeting. Notice of meetings shall state the date, the place and the hour at which such
meetings. Members may waive notice of any meeting.
The minutes of the Audit Committee meetings shall accurately record the significant discussions of, and
decisions made by, the Committee, including all recommendations to be made by the Committee to the
Board and shall be distributed to Committee members as well as to all the directors of the Corporation, with
copies to the Chief Executive Officer of the Corporation.
The Audit Committee shall report to the Board on all proceedings and deliberations of the Committee at the
first subsequent meeting of the Board, and at such other times and in such manner as the Board may require
or as the Committee in its discretion may
consider advisable.
Responsibilities and Duties
To achieve its objectives, the Audit Committee shall:
(a)
Monitor and review the quality and integrity of the Corporation's accounting and financial reporting
process through discussions with management, the external auditor and the internal auditor. This will
include a review of the annual and quarterly financial statements and Management's Discussion and
Analyses ("MD&As") to be filed with regulatory authorities and provided to shareholders, and financial
statements and other financial disclosure included in prospectuses, earnings press releases and other similar
documents. The Audit Committee shall also review the Corporation's annual information form and other
similar documents. These reviews will include:
(i)
(ii)
discussions with management and the external auditor and a consideration of the report by the
external auditor to the Audit Committee of matters related to the conduct of an audit;
discussions with the external auditor respecting the auditor's judgment regarding both the
acceptability and quality of the financial statements including the critical accounting policies and
practices used by management in their preparation, alternative treatments and disclosures ofView entire presentation