Members:  Donald J. Carty,  William R.P. Dalton (Chair), Charles M. Winograd 

Primary roles and responsibilities:

• reviewing and recommending to the Board for approval, the Company’s annual financial statements and accompanying annual management’s discussion and analysis;
• reviewing the Company’s interim financial statements and accompanying interim management’s discussion and analysis prior to their publication, filing or delivery to shareholders;
• reviewing the annual and all interim earnings press releases prior to their filing or publication;
• recommending to the Board the auditors who will be proposed at the annual shareholders’ meeting for appointment as the Company’s external auditor for the ensuing year;
• evaluating and ensuring the independence of the Company’s auditor;
• reviewing and pre-approving the terms of the annual external audit engagement plan, as well as non-audit services the auditor is to perform;
• reviewing results of external audit activities;
• reviewing the Company’s ongoing relationship with its auditor;
• maintaining direct access to the Company’s internal auditors and external auditor and meeting separately with each group;
• overseeing the internal audit function of the Company and its relationship with the Company’s auditors and management;
• reviewing and assessing regularly:
  

a) the quality and acceptability of accounting policies and financial reporting practices used by the Company;
b) any significant proposed changes in financial reporting and accounting policies and practices to be adopted by the Company;
c) any new or pending developments, in accounting and reporting standards that may affect the Company;
d) the key financial estimates and judgments of management that may be material to the financial reporting of the Company;
e) policies related to financial disclosure risk assessment and management;
f) responses by management to material information requests from government or regulatory authorities which may have an impact on the financial reporting of the Company; and
g) the accounting treatment of large transactions through presentations by management and the Company’s auditor;

• reviewing and obtaining reasonable assurance that the Company’s internal financial control and information systems are properly designed and effectively implemented to produce accurate, appropriate and timely financial information;
• reviewing in advance the appointment of the Chief Financial Officer and the adequacy of accounting and financial resources;
• reviewing insurance coverage of significant business risks;
• receiving a report on the Company’s material subsidiaries concerning any material non-routine structures;
• reviewing corporate policies within the scope of its responsibility and monitoring compliance with such policies;
• in respect of matters within the Audit Committee’s purview and delegation, assisting the Board in its oversight of the Company’s compliance with legal and regulatory requirements;
• directing and supervising the investigation into any matter brought to the Committee’s attention within the scope of its duties; and
• reporting to the Board at each regularly scheduled meeting following any Audit Committee meeting.