Duties of an Audit Committee
119. (1) In this section,  “audited financial statements” means the audited annual financial statements to be placed before the shareholders of a corporation, including the notes to the financial statements and the auditor’s report. (2) The duties of an audit committee are to, (a) review the reasonableness and significance of the financial position and reported results in the audited financial statements of the corporation for the purpose of making a report under subsection 122 (2) of the Act; (b) review the accounting principles and practices followed by the corporation during the fiscal year of the financial statements reviewed under clause (a), and all significant changes from the principles and practices followed during the preceding fiscal year; (c) review the audited financial statements of the corporation’s subsidiaries, if any; (d) review every financial report that requires the approval of the board of directors of the corporation prior to being submitted to a regulatory body; (e) discuss with the auditor the audit findings, any restrictions on the scope of the auditor’s work and any problems that the auditor experienced in performing the audit; (f) review the nature and extent of the auditor’s evaluation of the internal control systems of the corporation; (g) review the recommendations made by the auditor to the management of the corporation and the response made by management to the recommendations; (h) review the organization and independence of the internal auditors of the corporation, including the internal auditors’ goals and work plans and any problems that the internal auditors experienced in performing the audit; (i) review the recommendations that the internal auditors consider significant respecting the improvement of accounting and internal control practices made by the internal auditors to the management of the corporation and the response made by management to the recommendations; (j) monitor the adherence by the directors, officers and employees of the corporation to the code of conduct, if any, of the corporation; (k) inquire into all alleged contraventions of the code of conduct of the corporation and into all circumstances that the committee considers might indicate that the corporation or any of its directors, officers or employees may have contravened the Act, the Securities Act, the Income Tax Act (Canada) or the regulations made under those Acts; (l) review the adequacy of the corporation’s complement of employees to perform its accounting and financial responsibilities; (m) inquire into any change in circumstances of the corporation that might reasonably be expected to materially and adversely affect the financial position of the corporation; (n) report and make such recommendations to the board of directors of the corporation arising from its duties under clauses (b) to (m) as the committee considers appropriate in the circumstances; and (o) report to the board of directors of the corporation any conflict between the auditor and the management of the corporation that the committee has been unable to resolve within a reasonable period of time. R.R.O. 1990, Reg. 733, s. 119. Duties of an Investment Committee