Sample Audit Committee Mandate

Ernst & Young

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• Publié par: Ebbe
• Nombre de lectures: 12
• Langue: English

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Audit Committee Charter

Approved by the Board of Directors – February 27, 2004

Membership

The Board of Directors shall form a committee known as the Audit Committee. The Audit

Committee shall be composed of at least 3 directors who are independent of the management of

the Corporation and that, in the opinion of the Board of Directors, are independent and financially

literate.

Purpose of the Audit Committee

The Audit Committee shall provide assistance to the Board of Directors in fulfilling their

responsibility to the shareholders, potential shareholders, and investment community relating to

corporate accounting, reporting practices of the Corporation, and the quality and integrity of the

financial reports of the Corporation. As part of this process, the external auditors will report to the

audit committee.

It is the responsibility of the Audit Committee to maintain free and open means of

communication among the directors, the external auditors, and the financial management of the

Corporation.

In carrying out their responsibilities the Audit Committee has the authority to engage and

compensate independent counsel and other advisors, which the Committee determines, are

necessary to carry out its duties and responsibilities.

Responsibilities

In carrying out its responsibilities, the Audit Committee should ensure that the corporate accounting

and reporting practices of the Corporation are in accordance with all legal requirements and are of

the highest quality.

In carrying out these responsibilities, the Audit Committee will:

•

Review and recommend to the Board of Directors, the external auditors to be selected to audit

the financial statements of the Corporation and its subsidiaries and their compensation.

•

Meet with the external auditors and financial management of the Corporation to review the

scope of the proposed audit for the current year and the audit procedures to be utilised, and at

the conclusion of the audit, any comments or recommendations of the external auditors.

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•

Pre-approve all non-audit services to be provided by the external auditors.

•

Review with the external auditors and the Corporation's financial and accounting personnel, the

adequacy and effectiveness of the accounting and financial controls of the Corporation, 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 Corporation’s policies and determine the

Corporation's adherence to them.

•

Review the financial statements and MD&A contained in the annual report to shareholders.

They should oversee the work of the external auditors and determine that the external auditors

and management are satisfied with the disclosure and content of the financial statements to be

presented to the shareholders.

As part of this review, the Audit Committee will review any

changes in accounting principles.

•

Review the quarterly financial statements, MD&A and press release before they are disclosed

to the public.

•

Provide sufficient opportunity for the external auditors to meet with the members of the Audit

Committee without members of management present. Among the items which may be

discussed in these meetings are the external auditors' evaluation of the Corporation's financial,

accounting, and auditing personnel and processes, and the co-operation that the external

auditors received during the course of the audit.

•

Resolve any disagreements between financial management of the Corporation and the

external auditors.

•

Review and approve the hiring policies regarding partners, employees and former partners,

and employees of the Corporation’s external auditors.

•

The Audit Committee will establish, oversee and periodically review the procedures in place

which permits whistle blowing.

These procedures will ensure that employees may make

complaints regarding accounting, internal control, auditing or other matters on a confidential

and anonymous basis.

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