1.     Advice and Recommendations to Board - In discharging its duties and responsibilities, the AC relies on the expertise of the management, the Company’s internal audit function. Although it does not carry out internal audits, the AC shall monitor the audit and review the reports, and make reasonable inquiries, to allow it to provide sound advice and recommendations to the Board.

2.     Investigate - In assisting the Board in discharging its oversight role, the AC is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company. The AC shall recommend to the Board that special investigations be conducted into such matters as the AC may deem appropriate based on information supplied to it.

3.     Financial Reporting - The AC shall assist the Board in discharging its oversight role of reliable, accurate and clear financial reporting, including by reviewing the Company’s annual financial statements and the management’s discussion and analysis (MD&A) prior to approval by the Board, and reviewing, as appropriate, releases to the public of significant non-public financial information. Such review shall include, where appropriate but at least annually, discussion with the management, the internal audit function, of significant issues regarding accounting principles, the Company’s accounting policies, and significant management estimates and judgments, including the quality and acceptability of generally accepted accounting principles (GAAP).

reviewing and advising the Board with respect to the Company’s annual financial statements;

reviewing and advising the Board;

reviewing major changes to the Company’s auditing and accounting principles and practices, the internal audit function or the management;

reviewing the integrity of the Company’s financial reporting processes and the internal control structure;

ensuring that the management has the necessary policies and procedures in place related to internal controls, in accordance with applicable laws, regulations and guidance, to provide reasonable assurance on the adequacy and effectiveness of the Company’s internal control systems; and reviewing the related reporting by the management and the internal audit function on such internal controls;

reviewing the process relating to and the certifications of the Chief Executive Officer (CEO) and the Chief Financial Officer on the integrity of the Company’s financial statements;

reviewing the plan for the annual audit by assessing the reasonableness of the audit scope and plan and determining whether the Company is receiving appropriate audit coverage and overall effort.  Accordingly, the AC should satisfy itself that the audit scope will not be restricted an any way that key areas of interest to the Board are adequately covered;

reviewing and monitoring the implementation of recommendations made through the annual audit by the management’s responses to such report and any such letter;

establishing systems of reporting to the AC by each of the management, the internal audit function regarding any significant judgments made in the management’s preparation of the financial statements and any significant difficulties encountered during the course of the review or audit, including any restrictions on the scope of work or access to required information;

through its oversight of the internal audit function, satisfying itself that the Company is maintaining its books of account, records in relation thereto, financial and management control and information systems and management practices in such manner as will provide reasonable assurance that:

i)  the assets of the Company are safeguarded and controlled; and

ii)  the financial, human and physical resources of the Company are managed economically and the operations of the Company are carried out effectively.

5.    Financial Management Oversight :

Operating and Capital Budgets- monitor and advise the Board with respect to the annual operating budget and capital plan.

Financing - review and advise the Board with respect to the policies and procedures of the Company relating to and the terms and conditions of any external financing to be incurred or assumed by the Company, through the Company’s debt or otherwise.

Investments - review and advise the Board with respect to the policies and procedures of the Company relating to and the terms and conditions of the investment of the Company’s cash assets in short-term and long term securities.

Chairman’s and Officers’ Expenses- receive reports from  the management, and review reports from Management, and review reports thereon from the internal audit function on their review of the expense accounts of the Chairman of the Board and Officers of the Company.

6.    The Internal Audit Function – The internal audit function investigates and provides investigates and provides information and assurance to the AC and the management on the Company’s books of account and records and on the effectiveness and performance of financial and management control and information systems and management practices and that the operations of the Company are carried out effectively pursuant to the relevant legislation.

In order to fulfill its responsibilities, the internal audit function requires independent status and therefore, functionally reports directly to the AC and, administratively reports to the CEO. This relationship requires that the AC and the internal audit function have unrestricted access to each other directly.

The AC shall oversee any internal audit of the Company. The AC specific responsibilities include:

reviewing the internal audit function’s mandate on an annual basis;

assessing the internal audit function’s capabilities;

reviewing the internal audit function’s independence and reporting relationships;

reviewing the internal audit function's audit plans, budgets, quality and quantity of staff and other resources it needs to do its job well;

reviewing the internal audit function’s performance including performance against its audit plans and budget;

reviewing the internal audit function’s reports;

monitoring the implementation of the internal audit function's reports and recommendations; and

reviewing the overall operations of the internal audit function having regard to its mandate and taking into account current internal audit standards.

7.    Risk Management - The AC shall:

recommend sound policies, procedures and practices are implemented for the management of key corporate risks;

receive sufficient information to understand the nature and magnitude of significant risks to which the Company is exposed;

reviewing with the management and advise the Board on the Company’s policies developed and implemented to manage the Company’s risk exposures, and reviewing such policies at least once a year to ensure that they remain appropriate and prudent;

on the regular basis, obtain reasonable assurance that the Company’s risk management policies for significant risks are adhered to;

report to the Board on: the significant risks; the policies and controls in place to manage these significant risks; and the overall effectiveness of the risks management process; and

request reports from the internal audit function validating the management’s risk assessments.

8.    Ethical and Legal Compliance - The AC shall:

review with the Company’s counsel any legal matter that could have a significant impact on the Company’s financial statements;

ensure oversight for ethics and integrity and preservation of the Company’s reputation by receiving from the management, reports on compliance with the Company’s policies or codes of business conduct and ethical behavior and any other matter of conduct or behavior that may give rise to a liability to the Company and by reviewing any report that is received from the internal audit function, other Committee Chairs on their review of compliance with same;

ensure there is a system for monitoring the Company’s compliance with laws and regulations, and obtain reports, on an annual basis, that the Company is in conformity with applicable legal requirements;

review the results of the management’s investigation of, and actions taken in connection with, any internal control or accounting matters that may be questionable;

establish a process for (i) the receipt, retention and treatment of complaints or concerns regarding accounting, internal controls or auditing matters; (ii) the confidential and anonymous submission, in accordance with establish corporate policies, by the Company’s employees of concerns regarding questionable accounting or auditing matters and (iii) the receipt, retention and treatment of complaints regarding the CEO and senior officers of the Company. Establish a process for the evaluation, investigation and resolution of concerns relating to accounting, internal controls or auditing matters that may be questionable; and

investigate any allegations that any officer or director of the Company, or any other person acting under the direction of such a person, took any action to influence, coerce, manipulate or misled any person engaged in the performance of an audit of the financial statements of the Company for the purpose of rendering such financial statements materially misleading and, if such allegations prove to be correct, take or recommend to the Board appropriate disciplinary action.