TFI International Inc.

Financial Reporting Processes

a)

In consultation with management and the external auditors, consider the integrity of the Corporation’s financial reporting processes and controls and whether such controls are adequate. The Committee must be satisfied that the adequate procedures are in place for the review of the Corporation’s public disclosure of financial information extracted or derived from the Corporation’s financial statements (other than the Corporation’s financial statements, MD&A and annual and interim profit or loss press releases), and periodically assess the adequacy of those procedures.

b)

Discuss significant financial reporting issues including off balance sheet arrangements and/or special purpose entities and the steps management has taken to monitor, control and report such issues.

c)

Review significant findings prepared by the external auditors together with management’s response.

d)

Prior to releasing the year-end earnings, discuss the results of the audit with the external auditors.

e)

Review the annual budget on an annual basis.

f)

Review and recommend the proposed dividend payouts on a quarterly basis.

g)

Discuss with the external auditors their judgments about the quality, not just the acceptability, of the Corporation’s accounting principles as applied in its financial reporting.

h)

Based on the review and discussions referred to previously, recommend to the Board that the audited financial statements be included in the Corporation’s Annual Report.

i)

Prepare a report of the Committee to be included in the Corporation’s Proxy Circular for its Annual Meeting.