Securities Law

52-110F2 - Audit Committee Disclosure by Venture Issuers [F Amendment Proposed - Lapsed]

Published Date: 2008-12-19
Document(s):

Concurrently Published:

1. An audit committee’s charter

State the text of the audit committee’s charter.

2. Composition of the audit committee

State the name of each audit committee member and state whether or not the member is considered by the board of directors to be

(a) independent, and
(b) financially literate.

3. Relevant education and experience

Describe the education and experience of each audit committee member that is relevant to the performance of his or her responsibilities as an audit committee member and, in particular, describe any education or experience that would provide the member with

(a) an understanding of the accounting principles used by the issuer to prepare its financial statements;
(b) the ability to assess the general application of such accounting principles in connection with the accounting for estimates, accruals and provisions;
(c) experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer’s financial statements, or experience actively supervising one or more individuals engaged in such activities; and
(d) an understanding of internal controls and procedures for financial reporting.

4. Audit committee oversight

If, at any time since the commencement of the issuer’s most recently completed financial year, a recommendation of the audit committee to nominate or compensate an external auditor was not adopted by the board of directors, state that fact and describe why.

5. Reliance on certain provisions or exemptions

If, at any time since the commencement of the issuer’s most recently completed financial year, the issuer has relied on a provision or exemption set out below, state that fact:

(a) section 2.4 (Exemption for minimal non-audit services), or
(b) an exemption from the Instrument, in whole or in part, referred to in Part 7 (Exemptions).

6. Approval policies and procedures

If the issuer has adopted policies and procedures for the engagement of non-audit services, describe those policies and procedures.

7. External auditor service fees (by category)

(a)  State, under the caption “Audit fees”, the aggregate  fees billed by the issuer’s external auditor in each of the last two financial years for audit services.
(b) State, under the caption “Audit-related fees”, the aggregate fees billed in each of the last two financial years for assurance and related services by the issuer’s external auditor that are reasonably related to the performance of the audit or review of the issuer’s financial statements and are not reported under paragraph (a). Include a description of the nature of the services comprising the fees stated under this category.
(c) State, under the caption “Tax fees”, the aggregate fees billed in each of the last two financial years for professional services rendered by the issuer’s external auditor for tax compliance, tax advice, and tax planning. Include a description of the nature of the services comprising the fees stated under this category.
(d) State, under the caption “All other fees”, the aggregate fees billed in each of the last two financial years for products and services provided by the issuer’s external auditor, other than the services reported under paragraphs (a), (b) and (c). Include a description of the nature of the services comprising the fees stated under this category.