**Exhibit 15.****AINSWORTH LUMBER CO. LTD.****AUDIT COMMITTEE CHARTER****1.** **PURPOSE** 1.1 The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) toassist the Board in fulfilling its financial management oversight responsibilities. TheCommittee’s primary duties and responsibilities are to: (a) Monitor the integrity of the Company’s financial reporting process and systemof internal controls regarding financial reporting and accounting compliance.  (b) Identify and monitor the management of the principal risks that could impactthe financial reporting of the Company.  (c) Monitor the independence and performance of the Company’s external auditor.  (d) Provide an avenue of communication among the external auditor, management, andthe Board.1.2 The Committee has the authority to conduct any investigation appropriate to fulfilling itsresponsibilities, and it has direct access to the external auditor as well as anyone in theorganization. After discussion with the Board, the Committee has the ability to retain, atthe Company’s expense, special legal, accounting, or other consultants or experts it deemsnecessary in the performance of its duties. **2.** **COMPOSITION** 2.1 Committee members shall meet the requirements of the Business Corporations Act (BritishColumbia) and applicable securities regulatory rules and regulations (“Securities Rules”).The Committee shall be comprised of at least three directors, as determined by the Board, eachof whom shall be an “independent” director (except as permitted by Securities Rules) free fromany relationship that would interfere with the exercise of the director’s independentjudgment. All members of the Committee shall be “financially literate” (as defined underSecurities Rules) and at least one member of the Committee shall have accounting or relatedfinancial management expertise. 2.2 The members of the Committee shall be appointed by the Board and shall serve until theirsuccessors are appointed. The Board shall have the power at any time to change the membershipof the Committee and to fill vacancies in it, subject to the Committee continuing to satisfythe composition requirements mentioned above. The Board shall designate one member of theCommittee as its Chair. If a Chair of the Committee is not designated or present at ameeting, the members of the Committee may designate a Chair for the meeting by majority voteof the Committee membership. **3.** **MEETINGS** 3.1 Except as expressly provided in this Charter or the Articles of the Company, the Committeeshall fix its own rules of procedure.
 

 
3.2 The Committee shall meet at least four times annually, or more frequently as circumstancesdictate or as may be prescribed by Securities Rules. The Committee Chair shall prepare and/orapprove an agenda in advance of each meeting. The Committee should meet privately inexecutive session at least annually with management, the external auditor, and as a Committeeto discuss any matter that the Committee or each of these groups believes should be discussed.In addition, the Committee should communicate with management quarterly as part of theirreview of the Company’s interim financial statements and management’s discussion and analysis. 3.3 At all meetings of the Committee, the presence of a majority of the members will constitute aquorum for the transaction of the business and the vote of a majority of the members presentshall be the act of the Committee. 3.4 Members of the Committee may participate in a meeting of the Committee by conferencetelephone or similar communications equipment by means of which all people participating inthe meeting can hear each other and participation in such a meeting will constitute presencein person at such a meeting. 3.5 Any action required or permitted to be taken at any meeting of the Committee may be takenwithout a meeting if all of its members consent in writing to the action and such writing isfiled with the records of proceedings of the Committee. 3.6 Directors not on the Committee may attend meetings at their discretion. At the invitation ofthe Chair of the Committee, members of management and outside consultants shall attendCommittee meetings. **4.** **AUTHORITY AND RESPONSIBILITIES*****Review Procedures***4.1 Review and update, if applicable or necessary, this Audit Committee Charter annually andsubmit any amended Audit Committee Charter to the Board for approval. 4.2 Review the Company’s annual audited financial statements, related management’s discussion andanalysis (“MD&A”) and related documents prior to filing or distribution. This review shouldinclude discussion with management and the external auditor of significant issues regardingaccounting principles, practices, and significant management estimates and judgments. 4.3 Review with financial management the Company’s quarterly financial results and relateddocuments prior to the release of earnings and/or the Company’s quarterly financialstatements, related MD&A and related documents prior to filing or distribution. As part ofthis review, the Committee should discuss any significant changes to the Company’s accountingprinciples. 4.4 Review all filings with government agencies in Canada and the United States of America andassess the compliance of the Company in relation to governmental and stock exchangeregulations as they apply to the Company respecting processes and controls. 4.5 Review all annual and interim earnings press releases before the Company publicly disclosesthe information. 4.6 Review the effect of regulatory and accounting initiatives, as well as off balance sheetstructures, on the financial statements of the Company.
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4.7 Review policies and procedures with respect to directors’ and officers’ expense accounts andmanagement perquisites and benefits, including their use of corporate assets and expendituresrelated to executive travel and entertainment, and review the results of the proceduresperformed in these areas by the external auditor, based on the terms of reference agreed uponby the external auditor and the Committee. 4.8 Review annually expenses of the executive officers of the Company. 4.9 Ensure that adequate procedures are in place for the review of the Company’s publicdisclosure of financial information extracted or derived from the Company’s financialstatements, as well as review any financial information and earnings guidance provided toanalysts and rating agencies, and periodically assess the adequacy of those procedures.***External Auditor***4.10 The external auditor is ultimately accountable to the Committee and the Board, asrepresentative of the shareholders. The Committee shall review the independence andperformance of the auditor and annually recommend to the Board the appointment of the externalauditor or approve any discharge of the external auditor when circumstances warrant. 4.11 Approve the fees and other significant compensation to be paid to the external auditor. 4.12 Obtain annually, a formal written statement from the external auditor setting forth allrelationships between the external auditor and the Company. 4.13 On an annual basis, the Committee should review and discuss with the external auditor allsignificant relationships the auditor has with the Company that could impair the auditor’sindependence. 4.14 Take, or recommend that the Board take, appropriate action to oversee the independence of theexternal auditor, including the resolution of disagreements between management and theexternal auditor regarding financial reporting. 4.15 Review the external auditor’s audit plan, discuss and approve audit scope, staffing,locations, reliance upon management and general audit approach. 4.16 Prior to releasing the year-end financial report, the Committee will discuss the results ofthe audit with the external auditor. The auditor will review with the Committee any mattersrequired to be communicated to audit committees in accordance with the standards establishedby the Canadian Institute of Chartered Accountants. 4.17 At each meeting, where desired, consult with the external auditor, without the presence ofmanagement, about the quality of the Company’s accounting principles, internal controls andthe completeness and accuracy of the Company’s financial statements. 4.18 Review and approve the Company’s hiring policies regarding partners, employees and formerpartners and employees of the present and, if applicable, former external auditor of theCompany. 4.19 Review and pre-approve all audit and audit-related services and the fees and othercompensation related thereto, and any non-audit services, provided by the Company’s externalauditor. The authority to pre-approve non-audit services may be delegated by the Committee toone or more
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  independent members of the Committee, provided that such pre-approval must be presented tothe Committee’s first scheduled meeting following such pre-approval. Pre-approval ofnon-audit services is satisfied if: (a) the aggregate amount of all the non-audit services that were not pre-approvedis reasonably expected to constitute no more than 5% of the total amount of fees paidby the Company and subsidiaries to the Company’s external auditor during the fiscalyear in which the services are provided;  (b) the Company or a subsidiary did not recognize the services as non-auditservices at the time of the engagement; and  (c) the services are promptly brought to the attention of the Committee andapproved, prior to completion of the audit, by the Committee or by one or more of itsmembers to whom authority to grant such approvals has been delegated by the Committee.***Financial Reporting Processes***4.20 Annually, in consultation with management and the external auditor, consider the integrity ofthe Company’s financial reporting processes and controls. The Committee should discusssignificant financial risk exposures and the steps management has taken to monitor, control,and report such exposures. The review will include a consideration of any significantfindings prepared by the external auditor together with management’s responses. 4.21 Review the effectiveness of the overall process for identifying the principal risks affectingfinancial reporting and provide the Committee’s views to the Board. 4.22 Review analyses prepared by management and/or the external auditor setting forth significantfinancial reporting issues and judgments made in connection with the preparation of thefinancial statements, including analyses of the effects of alternative GAAP methods on thefinancial statements. 4.23 Consider and approve, if appropriate, changes to the Company’s auditing and accountingprinciples and practices as suggested by the external auditor and management. 4.24 Review significant judgments made by management in the preparation of the financialstatements and the view of the external auditor as to appropriateness of such judgments. 4.25 Following completion of the annual audit, review separately with management and the externalauditor any significant difficulties encountered during the course of the audit, including anyrestrictions on the scope of work or access to required information. 4.26 Review any significant disagreement among management and the external auditor in connectionwith the preparation of the financial statements. 4.27 Review with the external auditor and management the extent to which changes and improvementsin financial or accounting practices have been implemented. 4.28 Review any complaints or concerns about any questionable accounting, internal accountingcontrols or auditing matters.
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4.29 Review the financial disclosures certification process. 4.30 Establish a procedure for the receipt, retention and treatment of complaints received by theCompany regarding accounting, internal accounting controls or auditing matters. 4.31 Establish a procedure for the confidential, anonymous submission by employees of the Companyof concerns regarding questionable accounting or auditing matters.***Other Committee Responsibilities***4.32 Annually assess the effectiveness of the Committee against this Audit Committee Charter andreport the results of the assessment to the Board. 4.33 As required under Securities Rules, prepare and disclose a summary of the Audit CommitteeCharter in applicable continuous disclosure documents. 4.34 Perform any other activities consistent with this Audit Committee Charter, the Company’sarticles, and governing law, as the Committee or the Board deems necessary or appropriate. 4.35 Maintain minutes of meetings and report to the Board on significant matters arising atCommittee meetings at the next scheduled meeting of the Board.***Other Duties***4.36 Periodically conduct a self-assessment of Committee performance. 4.37 Review financial and accounting personnel succession planning within the Company. 4.38 Annually review a summary of director and officers’ related party transactions and potentialconflicts of interest.
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**AUDIT COMMITTEE MEETING AGENDA FOR YEAR**         **Scheduled Meetings** “1” “2” “3” “4”**1. AUDIT COMMITTEE PURPOSE**        Conduct special investigations * * * ***2. AUDIT COMMITTEE COMPOSITION AND MEETINGS**        Assess independence and financial literacy of Audit Committee        Establish number and timing of meetings        Audit Committee chair to establish meeting agenda        Enhance financial literacy update on current financial events        Private executive session with external auditor        Private executive session with Committee members        Private executive session with senior management        **3. AUDIT COMMITTEE RESPONSIBILITIES AND DUTIES**        Review Audit Committee Charter and consider any required updating        Review annual financial statements, MD&A and earnings press releases— discuss with management, auditor — recommend approval to Board        Review external audit plan        Review external auditor’s report        Consider internal controls and financial risks        Review interim financial statements, MD&A and earnings press releasesand external auditor’s findings and recommend approval of financialstatements to Board        Recommend appointment of auditor        Review and approve audit and audit-related services and audit fees        Review independence letter and discuss auditor independence        Discuss year-end audit results and process        Discuss the appropriateness of accounting principles, criticalaccounting policies and management judgments and estimates        Review policies and procedures with respect to directors’ andofficers’ expense accounts and management perquisites and benefits;review expenses of executive officers        Review procedures for the Company’s public disclosure of financialinformation generally and to analysts and rating agencies        Maintain minutes and report to Board        Review Code of Conduct, including whistleblower policies andprocedures for receipt, retention and treatment of complaints        Perform self-assessment of Audit Committee performance and its members        Prepare report of Audit Committee effectiveness to the Board        Review the disclosure of the Audit Committee Charter in continuousdisclosure documents        Review financial personnel succession planning        Review hiring policies regarding personnel from external auditor        Review and approve any non-audit services provided by external auditor        Review any complaints or concerns about any questionable accounting,