Audit Committee
The Audit Committee, on behalf of the Board of Directors, has oversight responsibility for Matrikon's financial reporting processes and the quality of the company's financial reporting. The Committee has a written charter that describes the Committee's objectives and how it operates.
Audit Committee Highlights
Since July 12, 2007, the Audit Committee has been comprised of the following three members:
Each member of the Audit Committee is considered by the Board of Directors to be "independent" and "financially literate" within the meaning of Multilateral Instrument 52-110 – Audit Committees.
During fiscal 2006, the Audit Committee met 7 times (four in person meetings, three teleconferences). Each in person meeting included the external auditors, the Chief Financial Officer and General Counsel. At three in person meetings, the Audit Committee met with the auditors without management present and with management without the auditors present.
The Chief Executive Officer (CEO) and Chief Financial Officer (CFO) certified certain information in the consolidated financial statements and related disclosure and internal control design materials as required by Canadian securities regulators.
Audit Committee Charter
The Audit Committee charter is summarized below.
The Audit Committee approves, monitors, evaluates, advises and makes recommendations to the Board on matters affecting the external audit and the financial reporting and accounting control policies and practices of Matrikon. In addition, the committee has oversight responsibility with respect to management's duties regarding Matrikon's financial risks.
In fulfilling its mandate and responsibilities, the Audit Committee focuses on three areas:
The Audit Committee performs:
A review with management and the external auditors of.
The appropriateness of Matrikon's accounting and financial reporting practices
Any significant new or pending developments in accounting and reporting
standards and how they will impact Matrikon
The integrity of Matrikon's internal control and management information
systems
The key estimates and judgments of management that may be material to
Matrikon's financial reporting
A review of the annual audited financial statements, the financial content and
the management's discussion and analysis section of the
annual report, the
management information circular and proxy materials, the
annual information
form, and the quarterly financial statements and earnings
releases and
recommends their approval to the Board
The Audit Committee:
Assesses the performance and considers the annual appointment of external
auditors for recommendation to the Board for ultimate
recommendation for
appointment by the shareholders, including a review of the
auditor's
performance, qualifications, independence, audit plans and
fees.
Pre-approves all non-audit services provided by the external auditors or its
affiliates and considers any potential impact the non-audit service may have on
the independence of the external audit work.
Reviews the results of the annual audit examination with the external auditors
and meets with the external auditors without management present at most in
person meetings.
Receives annual reports from the external auditor on its views of the quality
(not just the acceptability) of Matrikon's annual and
interim financial reporting.
The Audit Committee oversees management's identification of Matrikon's principal financial risks and uncertainties and the systems used to minimize these risks.
In 2006, the Audit Committee oversaw management’s development of disclosure controls documentation.
Please note: Information
contained in the Investor section of Matrikon's web site was accurate at the
time of posting, but may have been superseded by subsequent disclosures.
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