Investor Presentaiton
SCHEDULE A
CHARTER OF THE
AUDIT, FINANCE AND RISK COMMITTEE
(the "Committee")
OF THE BOARD OF DIRECTORS
OF AIR CANADA
(the "Corporation")
1.
Purpose
The purpose of the Audit Committee is as follows:
(i)
(ii)
(iii)
(iv)
(v)
(vi)
2.
(a)
(b)
To assist the Board in the discharge of its responsibility to monitor the component parts of the
Corporation's financial reporting and audit process.
To maintain and enhance the quality, credibility and objectivity of the Corporation's financial reporting and
to satisfy itself and oversee management's responsibility as to the adequacy of the supporting systems of
internal financial and accounting controls.
To assist the Board of Directors in its oversight of the independence, qualifications and appointment of the
external auditor.
To monitor the performance of the internal financial and accounting controls and of the internal and
external auditors.
To provide independent communication among the Board, the internal auditor and the external auditor.
To facilitate in-depth and candid discussions among the Audit Committee, management and the external
auditor regarding significant issues involving judgment and impacting quality of controls and reporting.
Composition and Qualification
The Audit Committee of the Corporation shall be composed of not less than three directors, all of whom
shall meet the independence, experience and other membership requirements under applicable laws, rules
and regulations as determined by the Board of Directors. The members of the Audit Committee shall have
no relationships with management, the Corporation and its related entities, that in the opinion of the Board
may interfere with their independence from management and from the Corporation. In addition, an Audit
Committee member shall not receive, other than for service on the Board or the Audit Committee or other
committees of the Board, any consulting, advisory, or other compensatory fee from the Corporation or any
of its related entities, parties or subsidiaries. The members of the Audit Committee shall possess the mix of
characteristics, experiences and skills to provide an appropriate balance for the performance of the duties of
the Audit Committee and in particular each member of the Audit Committee shall be "financially literate"
and at least one member shall be a "financial expert" as defined by relevant securities legislation or
regulations.
The members of the Audit Committee shall be appointed by the Board to hold office from the time of their
appointment until the next annual general meeting of the shareholders or until their successors are
appointed. Unless a Chair and a Secretary are appointed by the Board, the members of the Audit
Committee may designate a Chair and a Secretary by a majority vote of all the Committee members.View entire presentation