**Exhibit 11.6**

**AUDIT COMMITTEE CHARTER**

 

**1.****             ****MISSION STATEMENT**

 

The Audit Committee (the “Committee”) will assist the Board of Directorsin fulfilling its oversight responsibilities. The Audit Committee will reviewthe financial reporting process, the system of internal control, the auditprocess, and the company’s process for monitoring compliance with laws andregulations and with the Code of Ethical Conduct. In performing its duties, theCommittee will maintain effective working relationships with the Board ofDirectors, management, and the external auditors. To effectively perform his orher role, each Committee member will obtain an understanding of the detailedresponsibilities of Committee membership as well as the company’s business,operations, and risks.

 

The function of the Committee is oversight and whileit has the responsibilities and powers set forth in this charter, it is neitherthe duty of the Committee to plan or to conduct audits or to determine that thecompany’s financial statements are complete, accurate and in accordance withgenerally accepted accounting principles, nor to maintain internal controls andprocedures.

 

**2.****             ****POWERS**

 

The Board authorizes the Audit Committee, within the scope of itsresponsibilities, to:

 

·                  Performactivities within the scope of its charter.

 

·                  Engageindependent counsel and other advisers as it deems necessary to carry out itsduties.

 

·                  Setand pay the compensation for any advisors it employs.

 

·                  Ensurethe attendance of company officers at meetings as appropriate.

 

·                  Haveunrestricted access to members of management, employees and relevantinformation.

 

·                  Communicatedirectly with the internal and external auditors.

 

**3.****             ****COMPOSITION**

 

·                  TheAudit Committee shall be formed of three members, each of which shall be adirector not holding a management function.

 

·                  Eachmember shall provide a useful contribution to the Committee.

 

·                  Allmembers shall be independent of management.

 

·                  Allmembers must be financially literate.

 

·                  Thechairperson of the Audit Committee shall be appointed by the Board from time totime.

 

·                  Theterm of the mandate of each member shall be one year.

 

·                  Thequorum requirement for any meeting shall be two members.

 

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| · |   | The secretary of the Audit Committee shall be the  secretary of the company or any other individual appointed by the Board. |
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**4.****             ****MEETINGS**

 
| · |   | If deemed necessary, the Audit Committee may invite  other individuals (such as the Executive Vice President and COO or the Vice  President and CFO).                           |
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|   |   |                                                                                                                                                                            |
| · |   | External auditors shall be invited, if needed, to  make presentations to the Audit Committee.                                                                                   |
|   |   |                                                                                                                                                                            |
| · |   | The Committee shall meet at least four times a year.  Special meetings may be held if needed. If deemed necessary, external  auditors may invite members to attend any meeting. |
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| · |   | The Audit Committee will meet with the external auditors at least once  a year without management presence.                                                                     |
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| · |   | The minutes of each meeting shall be recorded.                                                                                                                                  |

 

**5.****             ****ROLE AND RESPONSIBILITIES**

 

#### **A.****              ****Financial Information**

####  

| i)     |   | Review significant accounting and reporting issues, including recent  professional and regulatory pronouncements, and understand their impact on  the financial statements.                                                                                                                                                                                                                                                                                                                            |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ii)    |   | Ask management and external auditors about significant risks and  exposures and the plans to minimize such risks.                                                                                                                                                                                                                                                                                                                                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| iii)   |   | Review the unaudited interim financial statements, the audited annual  financial statements in addition to any documents which accompany such  financial statements, such as the report of the external auditors, prior to  filing or disclosure. Determine whether they are complete and consistent with  the information known to Committee members, and assess whether the financial  statements reflect appropriate accounting principles and recommend their  approval to the Board of Directors. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| iv)    |   | Review and recommend for approval by the Board, all public disclosure  documents containing audited or unaudited financial information, including  Management’s Discussion and Analysis of financial condition, all sections of  the Annual Report and press releases concerning annual and interim financial  results, and consider whether the information is adequate and consistent with  members’ knowledge about the company and its operations.                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| v)     |   | Review the compliance of the President and Chief Executive Officer and  of the Chief Financial Officer certification on the company’s controls and  procedures disclosure of information and the attestation by management of the  financial reports.                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| vi)    |   | Pay particular attention to complex and/or unusual transactions such  as restructuring charges and derivative disclosures.                                                                                                                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| vii)   |   | Focus on judgmental areas such as those involving valuation of assets  and liabilities including, for example, the accounting for and disclosure of:  obsolete or slow-moving inventory; loan losses; warranty, product, and  environmental liability; litigation reserves and other commitments and  contingencies.                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| viii)  |   | Meet with management and the external auditors to review the financial  statements and the results of the audit.                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ix)    |   | Consider management’s handling of proposed audit adjustments  identified by the external auditors.                                                                                                                                                                                                                                                                                                                                                                                                |

 

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| x)     |   | Ensure that the external auditors communicate certain required matters  to the Committee.                                                                                                                                                         |
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| xi)    |   | Be briefed on how management develops and summarizes quarterly  financial information, the extent to which the external auditors review  quarterly financial information, and whether that review is performed on a  pre- or post-issuance basis. |
|   |   |                                                                                                                                                                                                                                              |
| xii)   |   | Meet with management and, if a pre-issuance review was completed, with  the external auditors, either by telephone or in person, to review the  interim financial statements and the results of the review.                                       |
|   |   |                                                                                                                                                                                                                                              |
| xiii)  |   | To gain insight into the fairness of the interim statements and  disclosures, obtain explanations from management on whether.                                                                                                                     |

 

·                  Actualfinancial results for the quarter or interim period varied significantly frombudgeted or projected results;

·                  Changesin financial ratios and relationships in the interim financial statements areconsistent with changes in the company’s operations and financing practices;

·                  Generallyaccepted accounting principles have been consistently applied;

·                  Thereare any actual or proposed changes in accounting or financial reportingpractices;

·                  Thereare any significant or unusual events or transactions;

·                  Thecompany’s financial and operating controls are functioning effectively;

·                  Thecompany has complied with the terms and conditions of loan agreements orsecurity indentures; and

·                  Theinterim financial statements contain adequate and appropriate disclosures.

 
| xiv) |   |  Ensure that the external  auditors communicate certain required matters to the Committee. |
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#### **B.****                 ****External Audit**

####  

| i)     |   | Review the professional qualification of the auditors (including  background and experience of partner and auditing personnel).                                                                                                                                                                                                                                                                                                                                              |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ii)    |   | Consider the independence of the external auditor and any potential  conflicts of interest.                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| iii)   |   | Review on an annual basis the performance of the external auditors and  make recommendations to the Board for their compensation, their appointment,  retention and termination of their appointment.                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| iv)    |   | Oversee the work of the external auditors,  including the resolution of disagreements between management and the external  auditors regarding financial reporting.                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| v)     |   | Make sure to receive periodic reports from  the external auditors.                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| vi)    |   | Review the external auditors’ scope and plan of the annual audit, as  well as the approach for the current year in light of the company’s present  circumstances and changes in regulatory and other requirements.                                                                                                                                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| vii)   |   | Annually, or more frequently as may be  required, consult with the external auditors, without the presence of  management, as to internal controls, the fullness and accuracy of the  financial statements, any significant difficulties encountered during the  course of the audit or access to required information, the quality of  financial personnel, the level of co-operation received from management any  unresolved material differences of opinion or disputes. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| viii)  |   | Discuss with the external auditor the appropriateness of the  accounting policies applied in the company’s financial reports and whether  they are considered as aggressive, balanced or conservative.                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ix)    |   | Approve all audit engagement fees and terms  as well as reviewing policies for the provision of non-audit services by the  external auditors and, when required, the framework for pre-approval of such  services.                                                                                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| x)     |   | Review and approve the company’s hiring policies regarding partners,  employees and former partners and employees of the present and former  external auditor of the company.                                                                                                                                                                                                                                                                                           |

 

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####  

#### **C.****           ****Internal Control**

####  

| i)     |   | Evaluate whether management is setting the appropriate tone at the top  by communicating the importance of internal controls and ensuring that all  individuals possess an understanding of their roles and responsibilities.                                                                                                            |
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|   |   |                                                                                                                                                                                                                                                                                                                                     |
| ii)    |   | Understand the controls and processes implemented by management to  ensure that the financial statements derive from the underlying financial  systems, comply with relevant standards and requirements, and are subject to  appropriate management review.                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                     |
| iii)   |   | Satisfy itself as to the adequacy of company’s review procedures  regarding disclosure of other financial information.                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                     |
| iv)    |   | Gain an understanding of the current areas of financial risk and how  these are being handled by the management.                                                                                                                                                                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                                     |
| v)     |   | Focus on the extent to which management reviews computer systems and  applications, the security of such systems and applications, and the  contingency plan for processing financial information in the event of a  systems breakdown.                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                     |
| vi)    |   | Gain an understanding of whether internal control recommendations made  by external auditors have been implemented by management.                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                     |
| vii)   |   | Ensure that the external auditors keep the Audit Committee informed  about fraud, illegal acts, deficiencies in internal control, and any other  matter deemed appropriate.                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                     |
| viii)  |   | Establish procedures for (1) the receipt, retention and treatment  of complaints received by the Company regarding accounting, internal  accounting controls or auditing matters, and (2) for the confidential,  anonymous submission by Company employees of concerns regarding questionable  accounting or auditing matters. |

 

#### **D.****           ****Corporate governance**

####  

| i)     |   | Review the effectiveness of the system for monitoring compliance with  laws and regulations and the results of management’s investigation and  follow-up (including disciplinary action) on any fraudulent acts or  accounting irregularities. |
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| ii)    |   | Periodically obtain updates from management, general counsel, and tax  director regarding compliance.                                                                                                                                               |
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| iii)   |   | Be satisfied that all regulatory compliance matters have been  considered in the preparation of the financial statements.                                                                                                                      |
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| iv)    |   | Review the findings of any examinations by regulatory agencies.                                                                                                                                                                                     |
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| v)     |   | Ensure that a Code of Ethical Conduct is formalized in writing and  that all employees are aware of it.                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                |
| vi)    |   | Review periodically the content of the Code of Ethical Conduct and  make sure employees are informed of amendments.                                                                                                                                 |
|   |   |                                                                                                                                                                                                                                                |
| vii)   |   | Evaluate whether management is setting the appropriate tone at the top  by communicating the importance of the Code of Ethical Conduct and the  guidelines for acceptable business practices.                                                       |
|   |   |                                                                                                                                                                                                                                                |
| viii)  |   | Review the program for monitoring compliance with the Code of Ethical  Conduct.                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                |
| ix)    |   | Periodically obtain updates from management and general counsel  regarding compliance.                                                                                                                                                              |

 

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#### **E.****             ****Other Responsibilities**

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| i)     |   | Meet with the external auditors and management in separate executive  sessions to discuss any matters that the Committee or these groups believe  should be discussed privately.                                                             |
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| ii)    |   | Ensure that significant findings and recommendations made by the  external auditors are received and discussed on a timely basis.                                                                                                            |
|   |   |                                                                                                                                                                                                                                         |
| iii)   |   | Review, with the company’s counsel, any legal matters that could have  a significant impact on the company’s financial statements.                                                                                                 |
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| iv)    |   | Review the policies and procedures in effect for considering officers’  expenses and perquisites.                                                                                                                                       |
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| v)     |   | If necessary, institute special investigations and, if appropriate,  hire special counsel or experts to assist.                                                                                                                              |
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| vi)    |   | Perform other oversight functions as requested by the full Board.                                                                                                                                                                            |
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| vii)   |   | Regularly update the Board of Directors about Committee activities and  make appropriate recommendations.                                                                                                                                    |
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| viii)  |   | Ensure the Board is aware of matters that may significantly impact on  the financial condition or affairs of the business.                                                                                                                   |
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| ix)    |   | Prepare any reports required by law or listing rules or requested  by the Board, for example a report on the Audit Committee’s activities and  duties to be included in the section on corporate governance in the Annual  Report. |
|   |   |                                                                                                                                                                                                                                         |
| x)     |   | Prepare and review with the Board, in the manner the Committee deems  appropriate, an annual performance evaluation of the Committee and its  members, comparing its performance with the requirements of this charter.                      |
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| xi)    |   | Review and update the Committee charter annually.                                                                                                                                                                                            |
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| xii)   |   | Discuss any changes required to be made to this charter with the Board  and ensure the charter and any such changes are approved by the Board.                                                                                               |

 

Adopted and approved by the Board of Directors on May 5, 2000, andamended by the Board of Directors on each of February 26, 2004, February 28,2006 and March 4, 2008.

 

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