20071231 Mandate Audit committee E

Aarmenia

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• Publié par: Theyl
• Nombre de lectures: 7
• Langue: English

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ART ADVANCED RESEARCH TECHNOLOGIES INC.

(THE “COMPANY”)

MANDATE OF THE AUDIT & ENVIRONMENT COMMITTEE The Board of Directors (the “Board”) of ART Advanced Research Technologies Inc. (the “Company”) has formed a committee known as the Audit & Environment Committee (the “Committee”), to which it has delegated some of its duties and responsibilities in order to assist the Board more efficiently. The primary responsibility of the Committee is to oversee the Company’s financial reporting process on behalf of the Board and report the results of its activities to the Board. Management of the Company is responsible for preparing the Company’s financial statements, and the independent auditors are responsible for auditing those financial statements. 1. MANDATEOF THE COMMITTEE The responsibility of the Committee is: To assist the Board in performing its duties, in particular ensuring that the management of the Company discharges its responsibilities with respect to:

The production of reliable financial information;

The integrity of the internal control systems and management information systems of the Company;

The identification of the principal risks of the business and putting appropriate systems in place to manage such risks;

Compliance with applicable statutory and regulatory requirements.

To ensure and maintain free and open communication between the Board, the management of the Company and the external auditors.

To reinforce the independence of the external auditors. To ensure the integrity of the financial reports disclosed by the Company. 2. SCOPEOF MANDATE The mandate of the Committee extends to the Company, its subsidiaries and divisions. 3. MEMBERSHIPAND QUORUM The Committee shall be composed of at least 3 members and all members shall be independent, nonexecutive directors of the Company. Each member shall be financially literate and independent as defined byMultilateral Instrument 52110.

The Board shall appoint the Committee members and the chair of the Committee, on an annual basis, at the first meeting of the Board after a meeting of the shareholders at which directors of the Company are elected. A quorum for any meeting of the Committee shall be the majority of members and such quorum must be maintained at all time during the meeting. 4. FREQUENCYAND TIMING OF MEETINGS Meetings will be held not less than four (4) times a year and should coincide with the Company’s financial reporting cycle. Other meetings may be convened as required by the Committee or the external auditors. Members of the Committee should make every attempt to be available for every meeting of the Committee in person or by conference call. 5. AUTHORITYOF THE AUDIT COMMITTEE The Board empowers the Committee, within the scope of its responsibilities, to:

Investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company.

Engage independent counsel and other advisers, as it deems necessary to carry out its duties, and to set and pay their compensation.

Communicate directly with the external auditors and ensure that the external auditors report directly to the Committee and that they are accountable to the Committee and to the Board.

Meet separately with the external auditors (without management) as required, in order to discuss the Company’s financial statements and control environment.

Establish, oversee and periodically review procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal control, auditing or other matters.

Establish, oversee and periodically review procedures that will ensure that employees of the Company may make complaints or express concerns regarding accounting, internal control, auditing or other matters on a confidential and anonymous basis. Perform all activities within the scope of this Mandate. 6. SPECIFICROLE & RESPONSIBILITIES 6.1Monitoring external auditors In carrying out these responsibilities, the Committee shall: Recommend the appointment and the compensation of the external auditors to the Board of Directors (subject to shareholder approval).

Directly oversee the work of the external auditors and discuss with them the quality and not just the acceptability of the Company’s accounting principles.

Meet with the external auditors and financial management of the Company to review the scope of the proposed audit for the current year and the audit procedures to be utilized, and at the conclusion of the audit, to receive any comments or recommendations of the external auditors.

Resolve any disagreements between financial management of the Company and the external auditors. Oversee the relationships between the external auditors and the Company, determining which nonaudit services the external auditors are prohibited from providing, preapprove all permitted nonaudit services to be provided by the external auditors, oversee the disclosure of all audit and permitted nonaudit services provided by the external auditors, and review the total amount of fees paid by the Company to the external auditors for all audit and nonaudit services. Review and approve the Company’s hiring policies regarding partners/employees and former partners/employees of the present and former external auditors of the Company. 6.2Oversee financial reporting In carrying out these responsibilities, the Committee shall: Review, with management and the external auditors, prior to their public release, filing and distribution: The audited annual financial statements of the Company as well as the report of auditors to be included in the Annual Report to shareholders of the Company (including the Company’s MD&A disclosure); The quarterly financial statements of the Company and accompanying information (including the MD&A disclosure); The financial information contained in prospectuses, offering memoranda, Annual Information Form, Annual Report, Management Proxy Circular and any other documents required to be disclosed or filed by the Company; The level and type of financial information provided from time to time, to financial markets, including the annual and interim earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. Oversee the work of the external auditors and ensure that the Committee, as well as the external auditors and management, are satisfied with the disclosure and content of the financial statements to be presented to the shareholders.

Review, with management and the external auditors, the quality, appropriateness and disclosure of the Company’s accounting principles and policies, underlying assumptions and reporting practices, and any proposed changes thereto.

Review the potential impact of any litigation, claim or other contingency and any regulatory or accounting initiatives that could have a material effect upon the financial position or operating results of the Company and the appropriateness of disclosure thereof in the documents reviewed by the Committee. 6.3Monitoring risk management and internal controls In carrying out these responsibilities, the Committee shall: Review with the external auditors and the Company’s financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Company, and elicit any recommendations for the improvement of such internal control procedures or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of such internal controls to expose any payments, transactions, or procedures that might be deemed illegal or otherwise improper. Further, the Committee should periodically review the Company’s policies and determine the Company’s adherence to them.

Review insurance coverage (annually and as may otherwise be appropriate). Take reasonable measures to ensure that appropriate systems are in place to identify business risks and opportunities and oversee the implementation of processes to manage these risks and opportunities. Assist the Board with the oversight of the Company’s compliance with, and review the Company’s processes to ensure compliance with, applicable legal and regulatory requirements. 6.4Monitoring Environmental matters (if applicable) The Committee shall ensure that the Company’s environmental policy is applied and complied with and shall report to the Board accordingly. ******