AUDIT COMMITTEE CHARTER
The Audit Committee is appointed by the board of directors of the Corporation (the Board of Directors) to assist the Board of Directors in its oversight and evaluation of:
In addition, the Audit Committee provides an avenue for communication between the independent auditor, financial management, other officers and employees and the Board of Directors concerning accounting and auditing matters.
The Audit Committee is responsible for recommendations to the Board regarding the appointment, compensation, retention (and termination) and for the direct oversight of the work of the independent auditor (including oversight of the resolution of any disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing audit reports or performing other audit, review or attest services for the Corporation.
The Audit Committee is not responsible for:
The fundamental responsibility for the Corporation’s financial statements and disclosure rests with management. It is not the duty of the Audit Committee to conduct investigations, to itself resolve disagreements (if any) between management and the independent auditor or to ensure compliance with applicable legal and regulatory requirements in respect of financial matters and disclosure.
The Audit Committee shall report to the Board of Directors on a regular basis and, in any event, before the public disclosure by the Corporation of its quarterly and annual financial results. The reports of the Audit Committee shall include any issues that the Committee is aware of relating to the quality or integrity of the Corporation’s financial statements, its compliance with legal or regulatory requirements in respect of financial matters and disclosure, and the performance and independence of the Corporation’s independent auditor.
The Audit Committee shall also prepare, as required by applicable law, any audit committee report required for inclusion in the Corporation’s publicly filed documents.
The members of the Audit Committee shall be three or more members all of whom are non-management directors appointed in each year (and may be replaced) by the Board of Directors on the recommendation of the Corporation’s Governance Committee. Each of the members of the Audit Committee shall meet the standards for directors’ independence required by applicable law and, without limitation, be financially literate (or acquire that familiarity within a reasonable period after appointment). This shall, at a minimum, include the ability to read, understand and critically review a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity that can reasonably be expected to be raised by the Corporation’s financial statements.
No member of the Audit Committee shall accept (directly or indirectly) any consulting, advisory or other compensatory fee from the Corporation, or its subsidiaries or Affiliates (as defined in section 1.3 of National Instrument 45-106 – Prospectus and Registration Exemptions) (collectively, the RF Capital Group) (other than remuneration for acting in his or her capacity as a director) or be an "affiliated person" of the RF Capital Group. (For this purpose, an "affiliate" of a person is a person that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with the first person). No member of the Audit Committee shall serve on the audit committee of a competitor.
The Audit Committee shall:
The Audit Process, Financial Statements and Related Disclosure
The Audit Committee shall, as it determines to be appropriate:
The Audit Committee shall, as it determines appropriate:
The Audit Committee shall meet at least quarterly and more frequently as circumstances require. All members of the Audit Committee should strive to attend all meetings in person. The Audit Committee shall periodically meet separately with management and/or the independent auditors and may request that any officer or employee of the RF Capital Group, the RF Capital Group’s external counsel or independent auditor of the RF Capital Group attend meetings of the Audit Committee or meetings with any members of, or advisors to, the Audit Committee. The Audit Committee also may meet with the investment bankers, financial analysts and rating agencies that provide services to, or follow, the RF Capital Group.
The Audit Committee may delegate authority to individual members and/or sub-committees where the Audit Committee determines it is appropriate to do so.
At least annually, the Audit Committee shall, in a manner it determines to be appropriate:
WAIVERS OF THIS CHARTER
The Board of Directors may, in its absolute discretion, grant waivers of any of the provisions and requirements of this Charter.
Auditor Qualifications, Performance and Independence Considerations