Audit committee
 3. (1) The audit committee of an insurer must have a minimum of three members appointed by the directors of the insurer from among themselves.  O. Reg. 123/08, s. 3 (1). (2) A majority of the members of the audit committee must be directors who are not affiliated with the insurer.  O. Reg. 123/08, s. 3 (2). (3) The directors of an insurer shall not appoint to the audit committee any director who is an officer or employee of the insurer or of a subsidiary of the insurer.  O. Reg. 123/08, s. 3 (3). (4) Subject to subsections (2) and (3), all of the directors of the insurer may be members of the audit committee.  O. Reg. 123/08, s. 3 (4). (5) The audit committee of an insurer has the following powers and duties: 1. The audit committee shall review the following and make such recommendations to the directors of the insurer with respect to the following as the committee considers advisable: i. The annual financial statements of the insurer, before the annual financial statements are considered for approval by the directors. ii. The annual statement of the condition of the affairs of the insurer under clause 102 (1) (a) of the Act, any interim statement under clause 102 (1) (b) of the Act and such other returns of the insurer as the Chief Executive Officer may specify, before any of those statements or returns are considered for approval by the directors. iii. Any other financial statement or return of the insurer specified by the Chief Executive Officer. 2. The audit committee shall review, evaluate and make such recommendations to the directors of the insurer as the committee considers advisable with respect to the insurer’s internal financial control procedures and may, with the directors’ approval, give such directions to members of the management staff of the insurer for implementing and maintaining internal financial control procedures as the committee considers advisable. 3. The audit committee shall review such investments and transactions as the insurer’s auditor or a member of the management staff of the insurer may bring to the attention of the committee and shall make such recommendations to the directors of the insurer as the committee considers advisable if the committee considers that an investment or transaction could adversely affect the financial condition of the insurer. 4. For the purposes of carrying out its duties under paragraphs 1 to 3, the audit committee shall meet with and obtain necessary information from the following persons: i. the insurer’s auditor, with respect to the audit committee’s duties under paragraphs 1 and 3, ii. if an actuary is required to be appointed, the actuary of the insurer appointed under subsection 121.24 (1) of the Act, with respect to the portions of the statements and returns referred to in paragraph 1 that were prepared by or with information provided by the actuary. iii. the chief internal auditor of the insurer or the employee of the insurer acting in a similar capacity, with respect to internal financial control procedures, and iv. members of the management staff of the insurer, with respect to internal financial control procedures. 5. The audit committee may, when it considers it appropriate, call a meeting of the board of directors of the insurer to consider any matter of concern to the committee.  O. Reg. 123/08, s. 3 (5); O. Reg. 133/19, s. 1. (6) The insurer’s auditor or any member of the audit committee may call a meeting of the audit committee on such reasonable notice as may be determined by the committee.  O. Reg. 123/08, s. 3 (6). (7) The audit committee shall ensure that accurate minutes are kept of the committee’s meetings.  O. Reg. 123/08, s. 3 (7). (8) The insurer’s auditor is entitled to receive notice of every meeting of the audit committee and, at the insurer’s expense, is entitled to attend and be heard at the meeting.  O. Reg. 123/08, s. 3 (8). (9) A member of an audit committee of an insurer may request the auditor of the insurer to attend, at the insurer’s expense, any or all meetings of the audit committee.  O. Reg. 123/08, s. 3 (9). (10) A director or officer of an insurer who becomes aware of a material error or misstatement in a financial statement on which the insurer’s current auditor or a former auditor of the insurer has reported shall promptly notify the audit committee and the insurer’s current auditor of the error or misstatement.  O. Reg. 123/08, s. 3 (10).