EXHIBIT 99.2
AUDIT & RISK MANAGEMENT COMMITTEE MANDATE
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PURPOSE
The purpose of the Audit and Risk Management Committee (the "Committee") is to
provide assistance to the Board of Directors of the Corporation in fulfilling
its responsibility to the shareholders, potential shareholders and the
investment community relating to corporate accounting, the reporting practices
of the Corporation, the quality and the integrity of the Corporation's financial
reporting practices, and the audit process. In so doing, it is the
responsibility of the Committee to ensure free and open communication between
the directors of the Corporation, the independent auditors and the financial
management of the Corporation.
Management is responsible for the preparation, presentation and integrity of the
Corporation's financial statements and for the appropriateness of the accounting
principles and reporting policies that are used by the Corporation. The
independent auditors are responsible for auditing the Corporation's annual
financial statements and for reviewing the Corporation's interim financial
statements.
ORGANIZATION
The Committee is to be composed of Directors who are independent of the
management of the Corporation and are free of any relationship that, in the
opinion of The Board of Directors, would interfere with their exercise of
independent judgment as committee members. The Committee will ensure that it's
Chairperson and members be financially literate and that at least one member
have expertise in financial reporting. The Committee will meet at least four
times a year, with the authority to convene additional meetings as circumstances
require.
RESPONSIBILITIES
In carrying out its responsibilities, the Committee believes its policies and
procedures should remain flexible, in order to best react to changing conditions
and to ensure to the directors and shareholders that the accounting and
reporting practices of the Corporation are in accordance with all requirements
and are of the highest quality.
In carrying out these responsibilities, the Committee will:
|X| Be responsible for reviewing and recommending for approval to the
Board the annual and quarterly financial statements of the
Corporation. Included in this review is assessing the use of
management estimates in the preparation of the financial statements.
The Committee is responsible for ensuring that systems are in place to
limit the potential for material misstatement in the financial
statements and that the financial statements are complete and
consistent with information known to the Committee;
|X| Review and recommend to the Directors the independent auditors to be
selected to audit the financial statements of the Corporation;
|X| Meet with the independent auditors and financial management of the
Corporation to review the scope of the proposed audit for the current
year and the audit procedures to be utilized, and at the conclusion
thereof review such audit, including any comments or recommendations
of the independent auditors;
|X| Review with the independent auditors, the Corporation's financial and
accounting personnel, the adequacy and effectiveness of the accounting
and financial controls and systems of the
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Corporation, and elicit any recommendations for the improvement of
such internal controls procedures and systems or particular areas
where new or more detailed controls or procedures are desirable.
Particular emphasis should be given to the adequacy of such internal
controls to expose any payments, transactions or procedures that might
be deemed illegal or otherwise improper. Further, the Committee
periodically should review the Corporation's policy statements to
determine their appropriateness;
|X| Review the Corporation's hedging and risk management systems and
policies;
|X| Review the financial statements contained in the annual report to
shareholders with management and the independent auditors to determine
that the independent auditors are satisfied with the disclosure and
content of the financial statements to be presented to the
shareholders. Any changes in accounting policy should be reviewed;
|X| Review the interim and annual financial statements and disclosures
under management's discussion and analysis of financial condition and
results of Operations with both management and external auditors prior
to the release of all such reports;
|X| Provide sufficient opportunity for the independent auditors to meet
with the members of the Committee without members of management
present. Among the items to be discussed in these meetings are the
independent auditors' evaluation of the Corporations financial,
accounting personnel, and the cooperation that the independent
auditors received during the course of the audit;
|X| Review accounting and financial human resources succession planning
within the Corporation;
|X| Submit the minutes of all meetings of the Committee to, or discuss the
matters discussed at each Committee meeting with, the Board of
Directors;
|X| Investigate any matter brought to its attention within the scope of
its duties, with the power to retain outside advisors, including legal
counsel for this purpose if, in its judgment, that is appropriate,
after providing notice to either the Chairman of the Board or the
Chairman of the Corporate Governace and Nominating Committee;
|X| The Committee will review their own performance on a continual basis
and make recommendations to the Board for changes to this Audit and
Risk Mangement Committee Mandate and the composition of the Committee;
|X| Have the right for the purpose of performing its duties to inspect all
the books and records and any matters relating to the financial
position of the Corporation with the officers, employers or external
parties, including the external auditor, all of whom are expected to
cooperate.
|X| Receive and handle complaints under the Corporation's Whistleblower
Policy.
|X| Review and pre-approve amounts paid to the Corporation's auditors for
non-audit work.