AUDIT COMMITTEE CHARTER
As amended 18 November 2017

PURPOSETo assist the Board of Directors in fulfilling its oversight responsibilities
for the financial reporting process, the system of internal control, theaudit process, and the company's process for monitoring compliancewith laws and regulations and the code of conduct, as well as assess andensure processes are in place to mitigate significant risks to thecompany. The Audit Committee shall take appropriate actions toestablish a corporate environment that promotes quality financial
reporting and ethical behavior.
AUTHORITY
The Audit Committee has authority to conduct or authorize
investigations into any matters within its scope of responsibility. It isempowered to:•

Recommend to the Board of Directors the retention andtermination of the independent auditor and any registeredpublic accounting firm employed by the organization.

•

Negotiate the compensation of the auditor and any registeredpublic accounting firm on behalf of the Board of Directors.

•Resolve any disagreements between management and the auditor
regarding financial reporting.

•Pre-approve all auditing and non-audit services.

•Review and determine whether to accept the audit withoutcomment.

•Approve performance of any non-audit services by the auditing
firm.

•Retain independent counsel, accountants, or others to advise theAudit Committee or assist in the conduct of an investigation.
•

Review complaints alleging conflict of interest and/or financial
misconduct and make recommendations for disposition to theBoard of Directors and make a determination whether suchtransactions are fair to the corporation and in the corporation’sbest interest with such determinations presented to the Board of
Directors for ratification at its next meeting. (6 July 2011)•Seek any information it requires from employees—all of whomare directed to cooperate with the Audit Committee's requests—
or external parties.

•Meet with company officers, external auditors, or outside counsel,
as necessary.

•Identify and assess material risks to the stability and success ofthe company including, but not limited to, financial solvency andstability, regulatory and legal risks and cybersecurity/IT, andensure adequate processes and policies are in place in order tomitigate such risks. (18 November 2017)•Establish and periodically review codes of conduct for membersof the company’s Board of Directors and staff. (18 November 2017)•Supplement these responsibilities as it deems appropriate withthe approval of the Board of Directors.

•Assess this charter annually and recommend changes hereto forapproval by the Board of Directors.

COMPOSITION
The Board of Directors shall aspire to appoint an Audit Committee thatwill consist of at least two and no more than four Directors. Not morethan 25% of the Audit Committee may consist of non-Directors. The
Board of Directors will appoint Audit Committee members and theAudit Committee chair.
It shall be a goal of the Board of Directors to appoint Audit Committee
members who are both independent and financially literate. At least one

member shall have expertise in financial reporting. To be considered
independent, members may not, other than in a capacity as a member ofthe Audit Committee (i) accept any consulting, advisory or othercompensatory fee from the Corporation or (ii) be an affiliated person of
the Corporation or any subsidiary thereof, or (iii) be a person who has amaterial financial interest in any non-charitable entity doing businesswith the charitable organization.
The Audit Committee may include members of the finance committee, ifsuch committee has been established, but the chair of the Audit
Committee may not be a member of the finance committee, and themembers of the finance committee must constitute less than half of theAudit Committee.
MEETINGSThe Audit Committee will strive to meet at least twice a year, withauthority to convene additional meetings, as circumstances require. AllAudit Committee members are expected to attend each meeting, inperson or via tele- or video-conference. The Audit Committee will invite
members of management, auditors or others to attend meetings andprovide pertinent information, as necessary. It may hold private
meetings with auditors (see below) and executive sessions. Meeting
agendas will be prepared and provided in advance to members, alongwith appropriate briefing materials. Minutes will be prepared of formal
meetings.
RESPONSIBILITIESThe Audit Committee will carry out the following responsibilities.
Financial Statements
1.

Review significant accounting and reporting issues, including
complex or unusual transactions and highly judgmental areas, andrecent professional and regulatory pronouncements, andunderstand their impact on the financial statements.

2.

Review with management and the external auditors the results of
the audit, including any difficulties encountered.

3.

Review the annual and interim financial statements prior to filing
any of the corporation’s financial and tax reports, and consider
whether they are complete, consistent with information known toAudit Committee members, and reflect appropriate accounting
principles.

4.

Review with management and the external auditors all mattersrequired to be communicated to the Audit Committee undergenerally accepted auditing standards.

5.

Understand how management develops interim financial
information, and the nature and extent of external auditor
involvement.

Internal Control
6.

Consider the effectiveness of the company's internal control
system, including information technology security and control.

7.

Understand the scope of external auditors' review of internal
control over financial reporting, and obtain reports on significant
findings and recommendations, together with management'sresponses.

8.

Adopt procedures for (A) the receipt, retention and treatment ofcomplaints received by the corporation regarding accounting,internal accounting controls, or auditing matters; and (B) theconfidential, anonymous submission by employees of thecorporation of concerns regarding questionable accounting orauditing matters.

External Audit
9.

Make it clear to management and to independent auditors that theindependent auditors report directly to the Audit Committee andare accountable to the Board of Directors.

10.

Review the external auditors' proposed audit scope and approach,(including coordination of audit effort with internal financial staff,
if applicable) and the adequacy of staffing and compensation.

11.

Review the performance of the external auditors, and exercisefinal approval on the appointment or discharge of the auditors.

12.

Review and confirm the independence of the external auditors byobtaining written statements from the auditors on relationships
between the auditors and the company, including non-audit
services, and discussing the relationships with the auditors.

13.

On a regular basis, meet separately with the external auditors todiscuss any matters that the Audit Committee or auditors believe
should be discussed privately.

14.

Independent audits shall comply with the requirements ofapplicable law and shall be prepared in accordance with suchgenerally accepted accounting principles and reporting practices
as may from time to time be prescribed by the American Instituteof Certified Public Accountants, or its successor organization, andshall be examined by an independent certified public accountant
in accordance with generally accepted auditing standards for thepurpose of expressing an opinion thereon.

15.

If the audit firm also performs non-audit functions, the firm andits auditors must conform to the standards for auditor
independence set forth in the Government Auditing Standards,
issued by the Comptroller General of the U.S.

Compliance with Financial Regulations
16.

Review the effectiveness of the system for monitoring compliancewith laws and regulations and the results of management'sinvestigation and follow-up (including disciplinary action) of any
instances of noncompliance.

17.

Review the findings of any examinations by regulatory agencies,and any auditor observations.

18.

Review the process for communicating the code of conduct tocompany personnel, and for monitoring compliance therewith.

19.

Obtain regular updates from management and company legal
counsel regarding compliance matters.

Risk Assessment and Mitigation (18 November 2017)20.

Monitor the company’s risk profile – its on-going and potential
exposure to risks of various types.

21.

Help set a tone and a culture within the company such that
employees at all levels manage risks rather than reflexively avoid
or needlessly take them.

22.

Approve a risk management policy and plan tailored to thespecific circumstances of the company, including risk
management guidelines that identify various responsibilities andassign ownership for risk management within the company. The
Audit Committee should review the risk management policy andplan at least once a year.

23.

Oversee and assist management with identification andassessment of material risks the company faces, and help ensure
management is adhering to the approved risk management policy
and plan and guidelines.

Reporting Responsibilities
24.

Regularly report to the Board of Directors about Audit Committee
activities, issues, and related recommendations.

25.

Provide an open avenue of communication between internalfinancial, the external auditors, and the Board of Directors.

26.

Review any other reports the company issues that relate to Audit
Committee responsibilities.

Other Responsibilities
27.

Perform other activities related to this charter as requested by theBoard of Directors.

28.

Institute and oversee special investigations as needed.

29.

Review and assess the adequacy of the Audit Committee charter
annually, requesting Board of Directors approval for proposedchanges, and ensure appropriate disclosure as may be required bylaw or regulation.
30.

Evaluate the Audit Committee's and individual members'
performance on an annual basis.