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Audit Committee
INFORMATION CONCERING THE AUDIT COMMITTEE
The Company’s audit committee has various responsibilities as set forth in Multilateral Instrument 52-110 made under securities legislation, among such responsibilities being a requirement that the audit committee establish a written charter that sets out its mandate and responsibilities.
Composition of the Audit Committee The following are the current members of the Committee: Erich Sager, Chairman Independent (1) Financially literate (1) Dr. Ahmad Magad Independent (1) Financially literate (1)
(1) As defined by Multilateral Instrument 52-110.
Audit Committee Oversight At no time since the commencement of the Company’s most recently completed financial year was a recommendation of the Committee to nominate or compensate an external auditor not adopted by the Board of Directors. Reliance on Certain Exemptions At no time since the commencement of the Company’s most recently completed financial year has the Company relied on the exemption in Section 2.4 of MI 52-110 (de minimis Non-audit Services), or an exemption from MI 52-110, in whole or in part, granted under Part 8 of Multilateral Instrument 52-110. Pre-Approval Policies and Procedures The Audit Committee must pre-approve all audit and non-audit services provided by the independent auditor, other than any de minimus non-audit services allowed by applicable law or regulation. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER Purpose of the Committee
The Committee shall also perform any other activities consistent with this Charter, the Company’s Bylaws and governing laws as the Committee or Board deems necessary or appropriate. The Committee shall consist of at least three directors. Members of the Committee shall be appointed by the Board and may be removed by the Board at its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures. The Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with generally accepted accounting principles (“GAAP”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations. The independent auditors’ responsibility is to audit the Company’s financial statements and provide their opinion, based on their audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with GAAP. The Committee is responsible for recommending to the Board the independent auditors to be nominated for the purpose of auditing the Company’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and for reviewing and recommending the compensation of the independent auditors. The Committee is also directly responsible for the evaluation of and oversight of the work of the independent auditors. The independent auditors shall report directly to the Committee. Authority and Responsibilities
In addition to the forgoing, in performing its oversight responsibilities the Committee shall:
a) receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and b) confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters.
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