| 1. | Review any employee complaints or published reports that raise material issues regarding the Corporation’s financial statements or accounting policies. |
| 2. | Review the adequacy of the resources of the finance and accounting group. |
| 3. | Report regularly to the Board, including with regard to matters such as the quality or integrity of the Corporation’s financial statements, compliance with legal or regulatory requirements and the performance and independence of the external auditor. |
| 4. | In conjunction with the Governance Committee, prepare and review with the Board an annual performance evaluation of the Audit Committee. |
| 5. | Review and reassess the adequacy of the Audit Committee’s Charter on an annual basis. |
| 6. | Review the Corporation’s compliance with respect to the legal and regulatory matters which may have a material effect on its financial statements, including with respect to pending or threatened material litigation. |
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| AUDIT COMMITTEE CHARTERUpdated March 26, 2025 | 7 |
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| 7. | To the extent permitted by law, consider waivers of the Code of Conduct of the Corporation applicable to members of the Governance Committee, and if appropriate, grant any such waivers. |
| 8. | Hold executive sessions that allows the Audit Committee to meet privately with key members of executive management, the independent auditor, the internal auditors, and/or the Chief Legal Officer to discuss any sensitive issues. |
**6.**Limitation on DUTIES of the committee
