Mandate Audit Committee 05-08-04 revised 29 May 06

Nathalie.Bouchard

Informations

• Publié par: Injie
• Nombre de lectures: 98
• Langue: English

Extrait

GROUPE LAPERRIÈRE & VERREAULT INC. AUDIT COMMITTEE MANDATE I.OVERALL PURPOSE / OBJECTIVES The Audit Committee (the‘Committee’) is established by the Board of Directors (the ‘Board’) of Groupe Laperrière & Verreault Inc. (the ‘Company’) to assist the Board in fulfilling its oversight responsibilities. The Audit Committee is more specifically mandated to monitor the financial reporting process and system of internal controls regarding financial reporting and accounting compliance, and the audit of its financial statements. The primary duties and responsibilities of the Committee include, amongst others, the review of the external auditors’ audit plan, the internal auditing process, accounting standards and practices, financial information, system of accounting systems, internal controls and the reliability of information, financial risk management, any certifications required by regulatory authorities and the review of quarterly and annual financial statements and reports and budgets prior to approval by the Board. The Committee is responsible for ensuring the independence of the external auditors. The Committee must maintain a direct relationship with the Board, senior management as well as with the external auditors and, if appointed, internal auditors. II.COMPOSITION The Audit Committee shall be comprised of a minimum of three directors.All directors must be independent in accordance with the regulations in force.All members of the Committee shall be financially literate and have a working familiarity with basic finance and accounting practices. Members of the Committee and the Chair shall be appointed by the Board and shall serve at the pleasure of the Board. Unless a Chair is appointed by the Board, the members of the Committee will select its Chair. III.MEETINGS The Committee shall meet at least five times annually, or more frequently as circumstances dictate. Meetings of the Committee may be called by its Chair, the Chair of the Board, the Chief Financial Officer or the external auditors. Minutes of all meetings of the Committee shall be maintained and submitted as soon as practicable to the Board for information purposes only. In addition, the Committee will report to the Board on the Committee’s activities at the Board meeting following each Committee meeting.

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A majority of Committee members shall constitute a quorum. The Committee has the power to communicate directly with the external auditors of the Company and may meet with external auditors without the financial management of the Company present. The Committee may, for the purposes of discharging the powers and responsibilities of the Committee, inspect any relevant records of the Company and its subsidiaries. The Committee shall also have the right to hire independent counsel and any other advisors it deems appropriate and to establish and pay any fees of such advisors. IV.RESPONSABILITES AND DUTIES In fulfilling its mandate, the Committee shall notably: Documents/Reports Review (1)Review and reassess the adequacy of this Mandate annually, report to the Board thereon and submit the mandate to the Board for approval.The Committee must ensure that the Mandate is published in the annual proxy circular and posted in an uptodate format on the Company’s website. (2)Ensure, in light of the report of the disclosure committee, that any information which is required to be disclosed be included in the annual information form of the Company and that the proxy circular references the appropriate sections of annual information form. (3)Review and recommend the following documents for approval by the Board prior to filing or disclosure: (i)Interim unaudited financial statements; (ii)Audited annual financial statements, in addition to any documents which accompany such financial statements, such as the report of the external auditors; and (iii)All public disclosure documents containing audited or unaudited financial information, including management’s discussion and analysis of financial condition and results of operations, any press releases concerning annual and interim financial results. (4)Ensure that adequate procedures are in place to review any report, which relates to published financial statements and to the communication of financial information extracted from or derived from the financial statements in order to ensure consistency of disclosure. (5)Obtain detailed explanations from management justifying all material variances between the results of comparative reporting periods and any material variances between budgeted

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amounts and the actual results, on the one hand and between present results and past results on the other hand. (6)Review uncertainties, commitments, and contingent liabilities material to financial reporting. (7)Examine all reports of the disclosure committee and proceed according, as required. External Audit (8)Recommend to the Board the appointment of the external auditors for the purposes of issuing audited reports or to render any other auditing, inspection or certification services to the Company and approve the fees to be paid to the external auditors. (9)Ensure that the external auditors report directly to the Audit Committee. (10)Preapprove any nonaudit mandates granted to the external auditors by the Company or its subsidiaries. (11)Adopt policies and specific procedures relative to nonaudit services which the external auditors may provide. (12)Subject to certain conditions, delegate to one or several members of the Committee, the power to preapprove any services not related to the audit. (13)Annually review the written report of the external auditors identifying important relationships maintained with the Company or any other element raised which could comprise their independence, including a description of their services and fees, and discussed the contents of the report with the external auditors. (14)Review the performance of the external auditors. (15)Approve the scope and plan of the annual audit. (16)Review the audit findings and recommendations of external auditors and management’s response thereto. (17)Review and discuss annually with the external auditors the adequacy and the quality of the implementation of generally accepted accounting principles, taking into consideration the accounting estimates and judgments made by management. (18)Oversee external auditors’ work in the preparation of audited reports, or the provision of other auditing, inspection or certification services, including the resolution of any significant

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disagreement between management and the external auditors in connection with financial information. (19)Annually, or more frequently as may be required, consult with the external auditors, without the presence of management, as to internal controls, the fullness and accuracy of the financial statements, any significant difficulties encountered during the course of the audit or access to required information. (20)Recommend the rotation of the head external audit partner or partner responsible for reviewing the audit every 5 years. (21)Review and approve employment practices of the Company with respect to the hiring of partners, employees or former partners or employees of the present or past external auditors of the Company. Internal Controls and Audit (22)Review any decisions related to the need for internal auditing, including whether this function should be outsourced and in that case, approve the selected supplier, excluding the external auditors. (23)Ensure that management has designed and implemented an effective system of internal control over financial reporting and accounting, with particular emphasis on controls over information systems. Risk Management (24)Review periodically and inquire of management and the external auditors as to the financial and business risks or exposures of the Company and assess the steps management has taken to control such risks. Business risks include, but are not limited to, risks in the nature of treasuryrelated risks (including foreign exchange risks), information systemsrelated risks, disclosure quality and standards relating to financial reporting, and risks associated with employee conduct. Financial Reporting Process (25)In consultation with the external auditors, review the integrity of the financial reporting processes, both internal and external. (26)Consider and approve, if appropriate, changes to the accounting principles and practices as recommended by the external auditors or management. Legal Compliance and Other Responsibilities

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(27)Ensure that management has the proper review system in place to ensure that financial statements, reports and other financial information disseminated are in compliance with regulatory and legal requirements. (28)Review incidents of fraud, illegal acts, conflicts of interest and relatedparty transactions. (29)Consider and if appropriate recommend procedures to receive and handle complaints or concerns received by the Company about accounting or external auditing matters. (30)Establish procedures with respect to the confidential and anonymous reporting by employees of the Company of any issues they may have concerning accounting or auditing (31)Review claims or potential claims and any other legal matters as reported to the Committee that could have an impact on the financial statements. (32)Perform any other activities as the Committee or the Board deems necessary or appropriate and which are consistent with this Mandate, the Company’s bylaws and governing laws. Other (33)Annually assess the effectiveness of the Committee against its Mandate and report the results of the assessment to the Board. Adopted by the Board of Directors of the Company on August 7, 2003 and revised on August 5, 2004 and May 26, 2006.

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