1. Review and update this Charter annually.

2. Review the Company’s financial statements, MD&A and any annual and interim
earnings, press releases before the Company publicly discloses this information and
any reports or other financial information (including quarterly financial statements),
which are submitted to any governmental body, or to the public, including any
certification, report, opinion, or review rendered by the external auditors.

3. Review annually the performance of the external auditors who shall be ultimately
accountable to the Board of Directors and the Committee as representatives of the
shareholders of the Company.

4. Obtain annually, a formal written statement of external auditors setting forth all
relationships between the external auditors and the Company, consistent with
Independence Standards Board Standard 1.

5. Review and discuss with the external auditors any disclosed relationships or services
that may impact the objectivity and independence of the external auditors.

6. Take, or recommend that the full Board of Directors take, appropriate action to
oversee the independence of the external auditors.

7. Recommend to the Board of Directors the selection and, where applicable, the
replacement of the external auditors nominated annually for shareholder approval.

8. At each meeting, consult with the external auditors, without the presence of
management, about the quality of the Company’s accounting principles, internal
controls and the completeness and accuracy of the Company’s financial statements.

9. Review and approve the Company’s hiring policies regarding partners, employees
and former partners and employees of the present and former external auditors of
the Company.

10. Review with management and the external auditors the audit plan for the year-end
financial statements and intended template for such statements.

11. Review and pre-approve all audit and audit-related services and the fees and other
compensation related thereto, and any non-audit services, provided by the
Company’s external auditors. The pre-approval requirement is waived with respect
to the provision of non-audit services if:>

i. the aggregate amount of all such non-audit services provided to the
Company constitutes not more than five percent of the total amount of
revenues paid by the Company to its external auditors during the fiscal year
in which the non-audit services are provided;

ii. such services were not recognized by the Company at the time of the
engagement to be non-audit services; and

iii. such services are promptly brought to the attention of the Committee by the
Company and approved prior to the completion of the audit by the
Committee or by one or more members of the Committee who are
members of the Board of Directors to whom authority to grant such
approvals has been delegated by the Committee.

Provided the pre-approval of the non-audit services is presented to the Committee’s
first scheduled meeting following such approval such authority may be delegated by
the Committee to one or more independent members of the Committee.

12. In consultation with the external auditors, review with management the integrity of
the Company’s financial reporting process, both internal and external.

13. Consider the external auditors’ judgments about the quality and appropriateness of
the Company’s accounting principles as applied in its financial reporting.

14. Consider and approve, if appropriate, changes to the Company’s auditing and
accounting principles and practices as suggested by the external auditors and
management.

15. Review significant judgments made by management in the preparation of the
financial statements and the view of the external auditors as to appropriateness of
such judgments.

16. Following completion of the annual audit, review separately with management and
the external auditors any significant difficulties encountered during the course of
the audit, including any restrictions on the scope of work or access to required
information.

17. Review any significant disagreement among management and the external auditors
in connection with the preparation of the financial statements.

18. Review with the external auditors and management the extent to which changes
and improvements in financial or accounting practices have been implemented.

19. Review any complaints or concerns about any questionable accounting, internal
accounting controls or auditing matters.

20. Review certification process.

21. Establish a procedure for the confidential, anonymous submission by employees of
the Company of concerns regarding questionable accounting or auditing matters.

22. Review any related-party transactions.