The overall purpose of the Audit Committee (the "Committee") is to
ensure that the Company's management has designed and implemented an
effective system of internal financial controls, to review and report on
the integrity of the consolidated financial statements and related
financial disclosure of the Company and to review the Company's
compliance with regulatory and statutory requirements as they relate to
financial statements, taxation matters and disclosure of financial
The Committee shall consist of at least three members of the Board of
Directors (the "Board"), the majority of whom shall not be officers,
employees or control persons of the Company or its associates or
affiliates (as the terms "control person", "associate" and "affiliate"
are defined in the TSX Venture Exchange's Corporate Finance Manual).
- The Board, at its organizational meeting held in conjunction with each
annual general meeting of the shareholders, shall appoint the members of
the Committee for the ensuing year. The Board may at any time remove or
replace any member of the Committee and may fill any vacancy in the
- Unless the Board has appointed a chair of the Committee, the members of
the Committee shall elect a chair and a secretary from among their
- The quorum for meetings shall be a majority of the members of the
Committee, present in person or by telephone or other telecommunication
device that permits all persons participating in the meeting to speak
and to hear each other.
- The Committee shall have access to such officers and employees of the
Company and to the Company's external auditors, and to such information
respecting the Company, as it considers to be necessary or advisable in
order to perform its duties and responsibilities.
- Meetings of the Committee shall be conducted as follows:
- the Committee shall meet at least four times annually, or more
frequently as circumstances dictate, at such times and at such locations
as may be requested by the chair of the Committee. The external
auditors or any member of the Committee may request a meeting of the
- the external auditors shall receive notice of and have the right to attend all meetings of the Committee; and
- management representatives may be invited to attend all meetings except private sessions with the external auditors.
- The external auditors shall communicate directly to the Committee
through its chair and may bypass management if deemed necessary. The
Committee, through its chair, may contact directly any employee in the
Company as it deems necessary, and any employee may bring before the
Committee any matter involving questionable, illegal or improper
financial practices or transactions.