##### 



EXHIBIT
1
 
 2005 ANNUAL INFORMATION FORM




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Table of contents
 1. About Cinram International Inc.
    
    
    p.   3     Our corporate structure
    
    
    p.   4     Our material subsidiaries
    
    
    p.   5     Our directors and officers
    
    
    p.   5     Our employees
    
    
    p.   7     Our capital structure     Our market for securities
    
    
    p.   7     Our dividend policy
    
    
    p.   82. About our business
    
    
    p.   81.     Home Video
    
    
    p.   82.     Audio/ROM
    
    
    p.   103.     Printing
    
    
    p.   104.     Distribution
    
    
    p. 103. Risk factors that could affect our business
    
    
    p. 124. Legal proceedings we are involved in
    
    
    p. 175. Interest of management and others in material transactions
    
    
    p. 176. Protecting the environment
    
    
    p. 187. Our social policies
    
    
    p. 188. Selected consolidated financial information
    
    
    p. 189. Managements discussion and analysis
    
    
    p. 1810. Audit Committee
    
    
    p. 1811. For more information
    
    
    p. 2012. Transfer agent
    
    
    p. 20Appendix A     Audit Committee Charter
    
    
    p.   i
 2




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FORWARD-LOOKING STATEMENTS
 Certain statements contained in this annual information form constitute forward-looking
statements within the meaning of the United States Private Securities Litigation Reform Act of
1995. These forward-looking statements, by their nature, are not guarantees of future performance
and involve risks and uncertainties, which could cause actual results to differ materially from
those anticipated in these forward-looking statements. We consider the assumptions on which these
forward-looking statements are based to be reasonable, but caution the reader that these
assumptions regarding future events, many of which are beyond our control, may ultimately prove to
be incorrect.
 Cinram disclaims any intention or obligation to update or revise any forward-looking statements
whether as a result of new information, future events or otherwise, except as required by law.
These cautionary statements expressly qualify all forward-looking statements attributable to
Cinram.
 1. About Cinram International Inc.
        3




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Our corporate structure
 (a)
    
    by Certificate of Continuance dated November 12, 1980, Cinram:
 (i)
    
    re-organized its share capital by authorizing for issuance an unlimited
number of common shares, an unlimited number of Class A shares, an unlimited number
of Class B shares and an unlimited number of Class C shares; and(ii)
    
    was continued under the Canada Business Corporations Act;
 (b)
    
    by Certificate of Amendment dated January 7, 1986, Cinram further re-organized its
share capital by:
 (i)
    
    reducing the authorized capital of Cinram to an unlimited number of
common shares only;(ii)
    
    subdividing each of its issued and outstanding common shares into 140
common shares;(iii)
    
    and deleting all restrictions on share transfers;
 (c)
    
    by Certificate of Amalgamation dated December 31, 1986, Cinram amalgamated with 147213
Canada Inc;(d)
    
    by Certificate of Amendment dated June 25, 1987, Cinram subdivided each of its issued
and outstanding common shares into three (3) common shares;(e)
    
    by Certificate of Amalgamation dated June 30, 1988, Cinram:
 4




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(i)
    
    amalgamated with Praxis Technologies Corporation and Praxis
Technologies Inc. (collectively Praxis);(ii)
    
    increased its authorized share capital by creating an unlimited number
of redeemable preference shares. The holders of the preference shares are entitled
to receive dividends as and when declared by the directors of Cinram in such amount
and in such form as the directors of Cinram may from time to time determine.
 (f)
    
    by Certificate of Amendment dated June 21, 1993, Cinram subdivided each of its issued
and outstanding common shares into two (2) common shares;(g)
    
    by Certificate of Amalgamation dated July 31, 1993, Cinram amalgamated with Nelson
Vending Technology Limited (Nelson Vending) and Nelson Videovend Ltd. (Nelson
Videovend) and reduced the authorized capital to an unlimited number of common shares
only;(h)
    
    by Certificate of Amendment dated June 12, 1997, the name of the Corporation was
changed to Cinram International Inc.; and(i)
    
    by Certificate of Amendment dated February 27, 1998, Cinram subdivided each of its
issued and outstanding common shares into two (2) common shares.
 Our material subsidiaries
 Name of subsidiary
    
    % Ownership
    
    Jurisdiction of incorporationCinram Inc.
    
    
    100
    %
    
    Delaware, U.S.A.Cinram Manufacturing Inc.
    
    
    100
    %
    
    Delaware, U.S.A.Ivy Hill Corporation
    
    
    100
    %
    
    Delaware. U.S.A.Cinram GmbH
    
    
    100
    %
    
    Germany
  Our directors and officers
 5




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Directors
  Date elected orappointed to theName and place of residence
    
    Board of Directors
    
    Current principal occupationHenri A. Aboutboul 3
    
    November 19, 1986
    
    Non-Executive Chairman of the BoardLondon, United Kingdom
    
    
    
    Cinram International Inc.Norman May, Q.C. 2
    
    December 1, 1985
    
    Partner,Ontario, Canada
    
    
    
    Fogler, Rubinoff LLPNadir H. Mohamed, CA 1, 3*
    
    September 25, 2003
    
    President and Chief Operating Officer,Ontario, Canada
    
    
    
    Communications Group, Rogers Communications Inc.Isidore Philosophe
    
    August 29, 1969
    
    Chief Executive Officer,Ontario, Canada
    
    
    
    Cinram International Inc.John R. Preston, CPA 1, 2*
    
    September 25, 2003
    
    Vice-President, Finance and Administration,Florida, USA
    
    
    
    Southern Wine & Spirits of America Inc.Lewis Ritchie, CA
    
    June 1, 1985
    
    Chief Financial Officer, Executive Vice-President,Ontario, Canada
    
    
    
    Finance and Administration, and SecretaryCinram International Inc.David Rubenstein
    
    June 19, 2002
    
    President and Chief Operating OfficerFlorida, USA
    
    
    
    Cinram International Inc.Peter G. White 1*, 3
    
    June 12, 1997
    
    President, Peter G. White Management Ltd.Alberta, CanadaRobert B. Jamieson
    
    August 4, 2005
    
    ConsultantConnecticut, USAMichael P. Sherman
    
    August 4, 2005
    
    ConsultantNew York, USA
 
 1
    
    Audit Committee2
    
    Corporate Governance and Nominations Committee3
    
    Compensation Committee*
    
    Committee chair  Director
    
    Past OccupationHenri A. Aboutboul
    
    Managing Director of Chemicals, Waste Management International B.V., prior to May 2001Robert B. Jamieson
    
    Chairman and Chief Executive Officer of RCA Music Group, BMG North America from 2001
to December 2003 (prior to which he was President and Chief Executive Officer from
2000). From 1997 to 2000, Chairman and Chief Executive Officer of RCA Music Group.Nadir H. Mohamed
    
    President and Chief Executive Officer of Rogers Wireless Inc. from July 2001 to May
2005. From August 2000 to July 2001, President and Chief Operating Officer of Rogers
Wireless Inc.John R. Preston, CPA
    
    Executive Vice-President and Chief Financial Officer, Ripplewood Investment Holdings,
prior to January 2004David Rubenstein
    
    President, Cinram Americas from
June 2001 to December 2004

President, Cinram U.S. Operations, prior to June 2001Michael P. Sherman
    
    Vice Chairman, Crosstown Traders, Inc., a direct marketing company, from October 2002
to June 2005. From April 2000 to October 2002, President of Fingerhut Companies,
Inc., a direct marketing company. Director, The J. Jill Group, Inc., December 2004 to
present and Director, Direct Marketing Organization, 1996 to present.Peter G. White
    
    Vice-President, Operations and Secretary, Hollinger Inc., from December 2004 to June
2005 and Co-Chief Operating Officer and Secretary, Hollinger Inc. from January 2004
to December 2004
 6




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Officers
  Name
    
    Place of residence
    
    Office held at Cinram International Inc.Isidore Philosophe
    
    Ontario, Canada
    
    Chief Executive OfficerLewis Ritchie
    
    Ontario, Canada
    
    Chief Financial OfficerExecutive Vice-President, Finance and Administration,SecretaryDavid Rubenstein
    
    Florida, USA
    
    President and Chief Operating OfficerDavid Locksley
    
    Ontario, Canada
    
    Chief Information OfficerJaime Ovadia
    
    Florida, USA
    
    President, Cinram U.S. & Latin AmericaExecutive Vice-President, Worldwide Theatrical Home VideoJacques Philosophe
    
    Ontario, Canada
    
    Executive Vice-PresidentMonique Rabideau
    
    Ontario, Canada
    
    Assistant SecretaryJohn Tino
    
    Ontario, Canada
    
    Vice President, FinanceMarcel Tuchner
    
    Ontario, Canada
    
    Executive Vice-President, Manufacturing and Engineering
 Our employees
  Our capital structure
  Our market for securities
  (in Canadian dollars, except volume)2005
    
    Open
    
    High
    
    Low
    
    Close
    
    Volume TradedJanuary
    
    $
    22.05
    
    
    $
    22.25
    
    
    $
    19.72
    
    
    $
    20.20
    
    
    
    8,536,897February
    
    $
    19.83
    
    
    $
    22.00
    
    
    $
    19.70
    
    
    $
    20.89
    
    
    
    3,507,395March
    
    $
    20.88
    
    
    $
    25.90
    
    
    $
    20.80
    
    
    $
    25.67
    
    
    
    14,267,302April
    
    $
    26.00
    
    
    $
    28.35
    
    
    $
    23.78
    
    
    $
    26.17
    
    
    
    10,346,430May
    
    $
    26.06
    
    
    $
    26.99
    
    
    $
    23.99
    
    
    $
    24.01
    
    
    
    8,424,960June
    
    $
    24.02
    
    
    $
    24.49
    
    
    $
    22.58
    
    
    $
    23.50
    
    
    
    4,034,929July
    
    $
    23.35
    
    
    $
    23.60
    
    
    $
    22.05
    
    
    $
    23.20
    
    
    
    3,980,369August
    
    $
    23.50
    
    
    $
    28.51
    
    
    $
    23.32
    
    
    $
    28.10
    
    
    
    11,291,779September
    
    $
    27.96
    
    
    $
    29.24
    
    
    $
    24.40
    
    
    $
    25.35
    
    
    
    7,724,720October
    
    $
    25.30
    
    
    $
    25.40
    
    
    $
    22.43
    
    
    $
    23.94
    
    
    
    9,764,831November
    
    $
    23.94
    
    
    $
    27.80
    
    
    $
    23.35
    
    
    $
    26.80
    
    
    
    6,186,369December
    
    $
    27.00
    
    
    $
    29.10
    
    
    $
    26.50
    
    
    $
    27.40
    
    
    
    3,450,164
 7




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Our dividend policy
  Cash dividend declared per common shareYear
    
    (in Canadian dollars)2005
    
    $
    0.122004
    
    $
    0.122003
    
    $
    0.12
  2. About our business
    1. Home Video
      8




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9




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2. Audio/ROM
      3. Printing
  4. Distribution
  Key success factors in the home video and audio replication industry include:
 
    
    Capacity: Critical to securing contracts with major studios and achieve economies of
scale to lower costs and achieve higher margins.
 10




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
    
    Premium contracts: Market share is dependent upon strong relationships and arrangements
with large studios.
    
    Full service offering: Replicators must offer a complete package of services, including
high value-added distribution services, often in multiple territories.
    
    Access to financing: Essential for investment in capacity, technological improvements
and product offering.
    
    Low cost of production: Customers are cost conscious and will make purchase decisions
based on price.
 Key success factors in the printing industry include:
 
    
    Capacity: Critical to securing contracts and achieving economies of scale to lower
costs and achieve higher margins.
    
    Premium contracts: Market share is dependent upon strong relationships and arrangements
with large customers
    
    Access to financing: Essential for investment in capacity, technological improvements
and product offering.
    
    Low cost of production: Customers are cost conscious and will make purchase decisions
based on price.
  Raw materials
  Seasonality and customer concentration
  11




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Material contracts
   3. Risk factors that could affect our business
 Our financial performance is sensitive to economic trends and consumer preferences in our
major markets.
  Events and conditions in the motion picture industry may affect sales of our products.
  12




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Increased costs or shortages of raw materials or energy could adversely affect our results of
operations.
  Our dependence on a limited number of large customers with substantial bargaining power creates
potential risks to our revenue and cash flows.
  Our business could be harmed if we are unable to manage the successful production, supply or
security of our products.
  Advances in technology and changes in our customers demands may require us to incur significant
capital expenditures in order to remain competitive.
  13




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Due to the nature of our business, our results of operations and cash flows may fluctuate
significantly from period to period.
  Fluctuations in our quarterly and annual operating results may adversely affect the value of our
stock.
  
    
    Fluctuations in demand for our products;
    
    Introduction or enhancement of products and technologies
by us and our competitors, and market acceptance of these new
or enhanced products and technologies;
    
    Events and conditions in the motion picture industry
that affect the number of movies produced and distributed on
home video, the popularity of motion pictures generally and
strikes by motion picture industry participants;
    
    Consolidation by participants in the markets in which we
compete, which could result, among other things, in pricing
pressure;
    
    The amount and timing of our operating costs and capital
expenditures, including those related to the expansion of our
business, operations and infrastructure;
    
    Variations in the time-to-market of our technologies in
the entertainment industries in which we operate;
    
    Seasonal product purchasing patterns by consumers;
    
    The impact of, and our ability to react to,
interruptions in the entertainment distribution chain,
including as a result of work stoppages at our facilities,
our customers facilities and other points throughout the
entertainment distribution chain;
    
    The impact of, and our ability to react to, political
instability, natural disasters, war and/or events of
terrorism;
    
    Adverse outcomes of litigation or governmental
proceedings, including any foreign, federal, state or local
tax assessments or audits; and
    
    Costs of litigation.
  14




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Demand and pricing for our products could be materially adversely affected by the development or
proliferation of digital distribution alternatives, including copying and distribution of music and
video files.
  Changes in interest rates may adversely affect our cash flows and results of operations.
  We may experience adverse effects due to exchange rate fluctuations.
  Demand and pricing for our products generally decline as our products mature.
  15




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We face significant competitive and pricing pressures in the markets we serve.
  We rely on our key personnel to manage our business effectively and we may not be able to retain
those employees or recruit additional qualified personnel.
  We are exposed to potential claims of intellectual property infringement.
  If we fail to maintain proper and effective internal controls, our ability to produce accurate
financial statements could be impaired, which could adversely affect our operating results, our
ability to operate our business and investors views of us.
  16




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We conduct business internationally which exposes us to uncertainties and risks that could
negatively affect our operations and sales.
  Work stoppages or other labour disruptions affecting our key customers could have an adverse effect
on our profitability and financial condition.
  Our manufacturing operations are subject to environmental laws and requirements that may impose
material liabilities as well as operating and capital expenditures on us.
  4. Legal proceedings we are involved in
  5. Interest of management and others in material transactions
  17




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6. Protecting the environment
  7. Our social policies
  8. Selected consolidated financial information
 Summary of Quarterly Results
 9. Managements discussion and analysis
  10. Audit Committee
 Audit Committee Charter
  Composition of the Audit Committee
   18




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Relevant Education and Experience
    Pre-Approval Policies and Procedures
  External Auditor Service Fees
  Year
    
    2005
    
    
    2004Audit Fees (1)
    
    
    2,113,000
    
    
    
    1,649,000Audit-Related Fees (2)
    
    
    188,000
    
    
    
    229,000Tax Fees (3)
    
    
    2,495,000
    
    
    
    2,199,000Total
    
    
    4,796,000
    
    
    
    4,077,000
 
  (1)
    
    Fees for services relating to the annual audit of the consolidated financial statements,
annual audits of subsidiary companies financial statements, limited scope engagements for
each of the first three quarters of each financial year, review of regulatory filings. 19




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(2)
    
    Audit-related fees for consultations regarding financial reporting and accounting standards.(3)
    
    Fees for assistance with the preparation of corporate tax returns, tax planning and advisory
services. 11. For more information
  investorrelations@cinram.com
 www.cinram.com www.sedar.com
 12. Transfer agent
 
 20




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Appendix A
CINRAM INTERNATIONAL INC.
(the Company)
AUDIT COMMITTEE CHARTER
 1.
    
    PURPOSE The purpose of the Audit Committee (the Committee) is to:
 (a)
    
    assist the Board of Directors (the Board) oversight of the Companys
financial integrity, specifically by assisting the Boards oversight of:
 (i)
    
    the integrity of the Companys financial statements and other
financial reporting;(ii)
    
    the independent auditors qualifications and independence;(iii)
    
    the performance of the Companys internal audit functions and internal auditors;(iv)
    
    (iv) the Companys compliance with legal and regulatory requirements; and(v)
    
    any other matters as defined by the Board;
 (b)
    
    manage, on behalf of the shareholders, the relationship between the Company and
the external auditors by:
 (i)
    
    recommending to the Board the nomination and remuneration of
the external auditors;(ii)
    
    overseeing the work of the external auditors for the purpose of
preparing or issuing an auditors report or performing other audit, review or
attest services for the Company, including the resolution of any disagreements
between management and the external auditor regarding financial reporting;(iii)
    
    pre-approving all non-audit services to be provided to the
Company or its subsidiaries by the Companys external auditor;(iv)
    
    managing the relationship and facilitating communication
between the Company and the external auditors; and
 (c)
    
    prepare any report that is required to be included in the Companys annual
information form relating to the Committee.
 2.
    
    COMMITTEE MEMBERSHIP
 (a)
    
    The Committee shall be composed of not less than three (3) Directors of the
Company, appointed annually by the Board, each member shall serve at the pleasure of
the directors of the Company until he or she resigns, is removed or ceases to be a
director of the Company and each member shall be:
 (i)
    
    neither an officer or employee of the Company or any of its
affiliates;(ii)
    
    independent as defined in the proposed Multilateral
Instrument 52-110, in that they are free from any direct or indirect
relationship that, in the opinion of the
 i




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Board, would reasonably interfere with the exercise of independent judgement
as a member of the Committee;(iii)
    
    unrelated directors for the purposes of the Toronto Stock
Exchange Corporate Governance Policy.
 (b)
    
    All members of the Committee must be financially literate as defined in
Multilateral Instrument 52-110.(c)
    
    At least one member of the Committee must possess accounting or related
financial expertise and shall have:
 (i)
    
    an understanding of financial statements and the generally
accepted accounting principles used by the Company to prepare its financial
statements;(ii)
    
    the ability to assess the general application of such
accounting principles in connection with the accounting for estimates, accruals
and reserves;(iii)
    
    experience preparing, auditing, analyzing or evaluating
financial statements that present a breadth and complexity of issues that can
reasonably be expected to be raised by the Companys financial statements, or
experience actively supervising one or more persons engaged in such activities;(iv)
    
    an understanding of internal controls and procedures for
financial reporting; and(v)
    
    an understanding of audit committee functions.
 (d)
    
    The financial expertise referred to in subsection (c) must have been acquired
through educational means alone, or in combination with a complex financial or
accounting employment background.(e)
    
    A Chair shall be appointed by the Committee.
 3.
    
    COMMITTEE MEETINGS
 (a)
    
    The time and place of all Committee meetings shall be determined by the
Committee, provided that meetings are held at least quarterly.(b)
    
    As part of each meeting of the Committee at which the Committee recommends that
the Board approve the annual audited financial statements or at which the Committee
reviews the quarterly financial statements, the Committee shall meet separately with
each of:
 (i)
    
    management;(ii)
    
    the external auditors; and(iii)
    
    the internal auditors.
 4.
    
    REPORTING TO THE BOARD: The Committee shall report to the Board following every
meeting and at such other times as the Chair of the Committee may determine appropriate.




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5.
    
    EMPLOYMENT OF OUTSIDE ADVISORS: The Committee shall be entitled to engage
independent counsel and other advisors as it determines necessary to carry out its duties and
shall not be required to obtain Board approval for doing so.
 6.
    
    REMUNERATION OF COMMITTEE MEMBERS
 (a)
    
    No member of the Committee may earn fees from the Company or any of its
subsidiaries other than directors fees (which fees may include cash and/or shares or
options or other in-kind consideration ordinarily available to directors, as well as
all of the regular benefits that other directors receive).(b)
    
    For greater certainty, no member of the Committee shall accept any consulting,
advisory or other compensatory fee from the Company.
 7.
    
    DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
 (a)
    
    Financial Information
 (i)
    
    Annual Financial Statements: Before the release of the
Companys annual financial statements and related MD&A, press release and AIF
the Committee shall meet with management and the external auditors to review
and discuss the contents of those documents. The Committee shall then present
a report to the Board based on this review.(ii)
    
    Interim Financial Statements: Before the release of the
Companys interim financial statements and related MD&A and press release, the
Committee shall review those documents. They shall then provide a report to
the Board based on this review.(iii)
    
    Review Procedures: The Committee must establish procedures
and periodically assess such procedures for review of the Companys disclosure
of financial information extracted or derived from the Companys financial
statements.(iv)
    
    Accounting Treatment: The Committee shall review and discuss
with management and the external auditors:
 (A)
    
    the quality of the Companys accounting
principles and financial statement presentations, including any
significant accounting changes and the Companys application or
selection of accounting principles;(B)
    
    any analysis prepared by management and/or the
external auditor setting forth significant financial reporting issues
and judgments made in connection with the preparation of the financial
statements, including all alternative treatments of financial
information within GAAP that the external auditor has discussed with
management, ramifications of the use of such alternative disclosures
and treatments and the treatment preferred by the external auditor;(C)
    
    the effect of regulatory and accounting
initiatives, as well as off-balance sheet structures on the financial
statements of the Company;(D)
    
    major issues as to the adequacy of the
Companys internal controls and any special audit steps adopted in
light of material control deficiencies; and




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(E)
    
    any material written communications between the
external auditor and the Company including any management letter or
schedule of unadjusted differences.
 (b)
    
    Disclosure of Other Information
 (i)
    
    The Committee shall review:
 (A)
    
    the types of information to be disclosed and
the type of presentation to be made in connection with earnings press
releases;(B)
    
    financial information and earnings guidance (if
any) provided to analysts and rating agencies; and(C)
    
    financially related press releases (paying
particular attention to any use of pro forma or adjusted non-GAAP
information).
 (c)
    
    External Auditor
 (i)
    
    External auditors shall report directly to the Committee, and
provide to them an annual audit plan for approval.(ii)
    
    The Committee shall:
 (A)
    
    Make recommendations to the Board as to the
selection of the firm of independent public accountants to be nominated
for the purpose of preparing or issuing an auditors report or
performing other audit, review or attest services for the Company.(B)
    
    Review and approve the Companys independent
auditors annual engagement letter, including the proposed fees
contained therein, and make recommendations thereon to the Board of
Directors.(C)
    
    Review the performance of the Companys
independent auditors and make recommendations to the Board regarding
the replacement or termination of the independent auditors when
circumstances warrant.(D)
    
    Oversee the independence of the Companys
independent auditors by, among other things:
 1.
    
    Recommending approval by the Board of the appointment,
compensation and work carried out by the independent auditors,
including the provision of both audit related and non-audit
related services to the company or any of its subsidiaries.2.
    
    Pre-approving all non-audit services to be provided to
the Company or its subsidiaries by the Companys external
auditor. The Committee will pre-approve the appointment of the
auditor for any non-audit service to be provided to the Company
or its subsidiaries, provided that it will not approve any
service that is prohibited under applicable laws, rules and
regulations. The Committee has established policies and
procedures, and may revise such from time to time, which
pre-approve the appointment of the auditor for certain non-audit
services. In addition, the




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Committee may delegate to one or more independent members the
authority to pre-approve the appointment of the auditor for any
non-audit service to the extent permitted by applicable law,
provided that any pre-approvals granted pursuant to such
delegation shall be reported to the full Committee at its next
scheduled meeting following such pre-approval.3.
    
    Requiring the independent auditors to deliver to the
Committee, at least annually, a formal written statement
delineating all relationships between the independent auditors
and the Company and confirming their independence from the
Company.4.
    
    Actively engaging in a dialogue with the independent
auditors with respect to any disclosed relationships or services
that may impact upon the objectivity and independence of the
independent auditors and recommending that the Board take
appropriate action to satisfy itself of the auditors
independence.
 (d)
    
    Internal Auditor:
 (i)
    
    Reporting: There shall be regular reporting from the internal
auditor to the Committee and direct communications, without management present,
with respect to specific issues as they arise.(ii)
    
    Oversight: The Committee shall oversee management reporting on
the Companys internal controls and periodically review and approve the mandate
and plan of the internal audit department.
 (e)
    
    Financial Risk: The Committee shall meet periodically with management to
discuss and review the Companys major financial risk exposures identified by
management and the steps management has taken to control such exposure. The Committee
shall report periodically to the Board on its discussions and findings, and make
recommendations as the Committee deems necessary.(f)
    
    Legal and Regulatory Compliance: The Committee shall review with the Companys
legal counsel any legal or regulatory matters that could have a significant impact on
the Companys financial statements or compliance with applicable laws and regulations,
and inquiries received from regulators.(g)
    
    Reports: The Committee shall prepare any report that is required to be
included in the Companys annual information form relating to the Committee.
 8.
    
    COMPLAINT PROCEDURE: The Committee shall put in place procedures to deal with:
 (a)
    
    the receipt, retention and treatment of complaints received by the Company
regarding accounting, internal accounting controls or auditing matters; and(b)
    
    the confidential, anonymous submission by employees of the Company of concerns
regarding questionable accounting or auditing matters.
 9.
    
    HIRING POLICIES: The Committee shall review and approve the Companys hiring
policies regarding partners, employees and former partners and employees of the present and
any former external auditors of the Company.
 v




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10.
    
    REVIEW AND AMENDMENTS TO CHARTER:
 (a)
    
    By the Committee: The Committee shall review this Charter annually and
recommend to the Board any amendments it considers appropriate or desirable.(b)
    
    By the Board: The Board shall review and reassess the adequacy of this Charter
annually or whenever necessary and shall consider all recommendations received by it
from the Committee.
 11.
    
    LEGISLATIVE AND REGULATORY CHANGES: It is the Boards intention that this Charter
shall reflect at all times all legislative and regulatory requirements applicable to the
Committee. Accordingly, this Charter shall be deemed to have been updated to reflect any
amendments to such legislative and regulatory requirements and shall be formally amended at
least annually to reflect such amendments.