External Auditors
The Audit Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of any external auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company. For this purpose, the Audit Committee may consult with Management.
The external auditors shall report directly to the Audit Committee.
In addition, the Audit Committee:
| a. | shall determine (i) whether the current external auditors should be nominated for reappointment for the ensuing year and if applicable, select a suitable alternative for nomination; and (ii) the amount of compensation payable to the external auditors; |
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| b. | resolves disagreements, if any, between Management and the external auditors regarding financial reporting; |
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| c. | provides the Board with such recommendations and reports with respect to the financial statements of the Company as it deems advisable; |
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| d. | evaluates and ensures the independence of the external auditors, including by (i) pre-approving any non-audit related services provided by the external auditors to the Company or the Company’s subsidiaries, if any, (ii) obtaining from the external auditor a formal written statement delineating all relationships between the external auditor and the Company, (iii) actively engaging in a dialogue with the external auditor with respect to the written statement, including any disclosed relationships or services that may impact the objectivity and independence of the external auditor, any other matters required by regulatory bodies and any relationships or services that may impact the objectivity and independence of the external auditors and (iv) taking appropriate action to oversee the independence of the external auditor; |
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| e. | confirms that the external auditors are a “participating audit” firm for the purpose of National Instrument 52-108 – Auditor Oversight and are in compliance with governing regulations; |
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| f. | reviews and (i) approves in advance the scope and plans for the audits and the audit fees and (ii) approves in advance (or, where permitted by law and regulations, subsequently) all non-audit and tax services to be performed by the independent auditor that are not otherwise prohibited by law or regulations and any associated fees; |
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| g. | reviews and evaluates the performance of the external auditors; |
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| h. | assures the regular rotation of the lead audit partner of Company’s external auditor and considers regular rotation of the accounting firm serving as the Company’s external auditor; |
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| i. | in accordance with applicable law, adopts policies and procedures for the Audit Committee’s pre-approval, including delegation to one or more members of the Audit Committee, of the engagement of the Company’s external auditors to perform permitted services on an ongoing basis; and |
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| j. | reviews and approves the Company’s hiring policy regarding partners, employees and former partners and employees of the Company’s present and former external auditors. |
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