1. Conduct of Audit Review

  • The audit review process is to be conducted by the independent directors of the Company.

2. Functions of the Audit Review

  • To monitor the integrity of the financial statements of the Company, reviewing significant financial reporting judgments.
  • To make recommendations to the Board in relation to the appointment of the external auditor and to approve the remuneration and terms of engagement of the external auditor.To monitor and review the external auditor's independence, objectivity and effectiveness, taking into consideration relevant professional and regulatory requirements.
  • To develop and implement policy on the engagement of the external auditor to supply non-audit services, taking into account relevant ethical guidance regarding the provision of non-audit services by the external audit firm.

3. Operations

  • Meetings with the external auditor are to occur at least twice a year, with further meetings on an as required basis.
  • Minutes of all meetings are to be kept and a report given at a subsequent meeting of the full Board.

4. Resources

  • The Company is to provide the independent directors with sufficient resources to undertake their duties, including provision of educational information on accounting policies and other financial topics relevant to the Company and such other relevant materials requested by the independent directors.

5. Reporting to the Shareholders

  • The directors' report to contain a separate section that describes the role of the independent directors and what action they have taken.

6. Responsibilities

  • Responsibilities of the independent directors are as set out in the Audit Review Responsibilities List attached as Appendix A.


Appendix A
Audit Review Responsibilities List

1. The independent directors will meet with the external auditor bi-annually.
2. Provide an open avenue of communication between the independent auditor and finance management.  Report independent director actions to the Board with such recommendations as the independent directors may deem appropriate.
3. Provide oversight of the independent auditor and resolve any disagreements between management and the independent auditor about financial reporting.
4. Confirm annually the independence of the independent auditor, and review the firm's non-audit services and related fees.
5. Inquire of management and the independent auditor about significant risks or exposures and assess the steps management has taken to minimize such risk to the Company.
6. Review with the independent auditor and finance management the audit scope and plan, and coordination of audit efforts to assure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of independent accountants other than the appointed auditors of the Company.
7. Consider and review with finance management and the independent auditor:
  (a)    The Company's annual assessment of the effectiveness of its internal controls and the independent auditor's attestation and report about the Company's assessment. (Effective beginning fiscal year 2004).
  (b)     The adequacy of the Company's internal controls including computerized information system controls and security.
  (c)    Any related significant findings and recommendations of the independent accountants with management's responses thereto.
8. Review with finance management any significant changes to financial policies or standards.
9. Review with management and the independent auditor at the completion of the annual audit:
  (a)     The Company's annual financial statements and related footnotes.
(b)     The independent auditor's audit of the financial statements and its report thereon.
(c)     Any significant changes required in the independent auditor's audit plan.
(d)     Any serious difficulties or disputes with management encountered during the course of the audit.
(e)    Other matters related to the conduct of the audit which are to be communicated to the independent directors under generally accepted auditing standards.
10. Review with finance management and the independent auditor at least annually the Company's critical accounting policies.
11. Review policies and procedures with respect to transactions between the Company and officers and directors, or affiliates of officers or directors, or transactions that are not a normal part of the Company's business.
12. Consider and review with management and the independent auditor:
  (a)      Significant findings during the year and management's responses thereto.
(b)     Any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information.
(c)     Any changes required in planned scope of their audit plan.
13. The independent directors will participate in a meeting with finance management and the independent auditor prior to earnings release.