ATS Corp /ATS

4. Internal Audit Function

a. General - The Committee shall review and approve the internal audit plan and the budget and resource plan for the internal audit function. The Committee shall review and discuss reports prepared by the head of Internal Audit, together with management’s response and follow-up on outstanding issues.

b. Oversight - The Committee shall oversee management’s design, implementation, and maintenance of disclosure controls and procedures and systems of internal control over financial reporting, each in accordance with Applicable Requirements. In support of this oversight, at least annually, the Committee shall receive and discuss a report from Internal Audit with respect to:

i. the effectiveness of, or weaknesses or deficiencies in: (A) the design or operating effectiveness of the Company’s internal controls over financial reporting); and (B) disclosure controls;

ii. any significant changes in internal control over financial reporting that are disclosed, or considered for disclosure, including those in the Company’s periodic regulatory filings;

iii. any material issues raised by any inquiry or investigation by the Company’s regulators;

iv. the Company’s fraud prevention and detection program; and

v. any related significant issues and recommendations of the external auditor together with management's responses thereto, including the timetable for implementation of recommendations to correct weaknesses in internal controls over financial reporting and disclosure controls.

5. Compliance with Legal and Regulatory Requirements - The Committee shall receive and review regular reports from the Company’s Chief Legal Officer and other management members on: (a) legal or compliance matters that may have a material impact on the Company; (b) material contingencies; and (c) any material communications received from regulators. The Committee shall discuss management’s evaluation of and representations relating to compliance with specific Applicable Requirements, and management’s plans to remediate any deficiencies identified.

6. Committee Hotline Procedures - The Committee shall establish procedures for (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. Any such complaints or concerns that are received shall be reviewed by the Committee and, if the Committee determines that the matter requires further investigation, it will direct the Chair of the Committee to engage outside advisors, as necessary or appropriate, to investigate the matter and will work with management, the internal auditor, the external auditor (as necessary), and the Chief Legal Officer to reach a satisfactory conclusion.