BRP Inc.

5.4 Internal Audit Function

• Review and approve the charter, nature, scope of work and organizational structure of the internal audit function as well as the annual audit plan and any major changes thereon.

• Ensure that the internal audit function has the necessary resources to fulfill its mandate and responsibilities.

• Approve the appointment and dismissal of the Chief Audit Executive, as well as approve his/her performance evaluation and compensation. The Chief Audit Executive shall report directly to the Committee.

• Periodically review the audit plan status, including a progress report on the internal audit mandates and afollow-up on past due recommendations.

• Review internal audit reports, including management responses, and ensure that the necessary steps are taken to follow up on important report recommendations.

• Review with the assistance of the Chief Audit Executive the internal audit budget, resource plan, activities, and organizational structure of the internal audit function.

• Ensure the independence and effectiveness of the internal audit function, including by requiring that the function be free of any influence that could adversely affect its ability to objectively assume its responsibilities, by ensuring that it reports to the Committee, and by meeting regularly with the Chief Audit Executive without management being present in order to discuss, among others, the questions he/she raises regarding the relationship between the internal audit function and management and access to the information required.

• Ensure that the Chief Audit Executive is adequately applying quality assurance principles and carrying out the improvement program of the IAF, including compliance with International Professional Practice framework.