2004 Committee Charter : MGA

AUDIT COMMITTEE CHARTER/MANDATE
Purpose
(1) The Audit Committee (the ‘‘Committee'') of the Board of Directors (the ‘‘Board'') of the Corporation shall
provide assistance to the Board in fulfilling its oversight responsibilities to the Corporation's shareholders
with respect to the integrity of the Corporation's financial statements and reports and financial reporting
process. In so doing, it is the responsibility of the Committee to maintain free and open communication
between the Board, the independent Auditor, the internal auditors for the Corporation (the ‘‘Internal
Auditors'') and management of the Corporation and monitor their performance, recognizing that the
independent Auditor is ultimately responsible to the Committee, the Board and the shareholders of
the Corporation.
Organization
(2) The Committee shall be composed of not less than three (3) nor more than five (5) members, each of
whom shall be financially literate and shall have such accounting or financial management expertise as is
required to comply with applicable law and the applicable rules and regulations of the Ontario Securities
Commission (‘‘OSC''), the United States Securities and Exchange Commission (the ‘‘SEC''), The
New York Stock Exchange (‘‘NYSE'') and any other applicable regulator or authority from time to time.
Each of such members shall meet the independence standards required by the applicable rules of the
OSC, the SEC, the NYSE and any other applicable regulatory authorities which are in effect from time to
time. No member of the Committee shall serve as a member of the audit committees of more than three
other boards of directors of other public companies. The Board shall annually appoint the members of the
Committee who shall appoint a Chairman from amongst those appointed, to hold office until the next
annual meeting of shareholders of the Corporation. The members of the Committee shall serve at the
pleasure of the Board and vacancies occurring from time to time shall be filled by the Board.
(3) A majority of the members of the Committee shall constitute a quorum and all actions of the Committee
shall be taken by a majority of the members present at the meeting.
(4) Meetings of the Committee shall be called by the Chairman of the Committee, and may be called by any
member of the Committee, by the Chairman, a Vice-Chairman, the Chief Executive Officer, the President,
the Chief Financial Officer or the Secretary of the Corporation, by the head of the Corporation's Internal
Audit Department or by the independent Auditor of the Corporation.
(5) Unless otherwise determined by the Committee, the Secretary or an Assistant Secretary of the
Corporation shall act as Secretary of the Committee and shall provide the independent Auditor, the
Chairman, the Chief Executive Officer, the President, any Vice-Chairmen and the Chief Financial Officer of
the Corporation, as well as the head of the Internal Audit Department and each member of the Committee
with notice of each meeting of the Committee, all of whom shall be entitled to attend each Committee
meeting. The Secretary of the Committee will keep minutes of the Committee and such minutes will be
retained in the corporate records of the Corporation. The Chairman of the Committee or the Committee
may request any officer or employee of the Corporation or its affiliates to attend a Committee meeting.
(6) In addition to any meeting of the Committee called pursuant to Section 4 above, the Committee shall
meet with management and the independent Auditor of the Corporation within:
(a) sixty (60) days, or such lesser period as may be prescribed by applicable law, following the end of
each of the first three financial quarters of the Corporation, but in any event prior to the release of the
financial results for each such quarter and their filing with the applicable regulatory authorities, to
review and discuss the financial results of the Corporation for the preceding fiscal quarter and the
related Management's Discussion and Analysis of Results of Operations and Financial Position
(‘‘MD&A'') as well as the results of the independent Auditor's review of the financial results for such
quarter and, if satisfied, report thereon to, and recommend their approval by, the Board and their
inclusion in the Corporation's required regulatory filings for such quarter; and
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(b) ninety (90) days, or such lesser period as may be prescribed by applicable law, following the
financial year-end of the Corporation, but in any event prior to the release of the financial results for
the financial year and their filing with the applicable regulatory authorities, to review and discuss the
audited financial statements of the Corporation for the preceding fiscal year and the related MD&A
and, if satisfied, report thereon to, and recommend their approval by, the Board and the
Corporation's shareholders as required by applicable law and their inclusion in the Corporation's
Annual Report and other required regulatory filings.
In reviewing the quarterly and annual financial results the Committee shall ensure that there are adequate
procedures for review of such financial results, including timely review by the independent Auditor.
(7) For the purpose of performing their duties and responsibilities, the members of the Committee shall have
full access to and the right to discuss any matters relating to such duties with management, any
employee of the Corporation, the Internal Audit Department staff, the independent Auditor or any advisors
to the Corporation as well as the right to inspect all books, records and facilities of the Corporation and its
subsidiaries and shall be permitted to discuss such books, records and facilities and any other matters
relating to the financial position of the Corporation with the employees, management, the independent
Auditor and other external advisors of the Corporation as well as the Internal Auditors.
(8) The Committee may retain outside financial, legal and other experts at the expense of the Corporation as
it deems reasonably necessary to assist and advise the Committee in carrying out the Committee's duties
and responsibilities.
Duties and Responsibilities
(9) With respect to audit related matters and in addition to the duties and obligations of the Committee under
applicable law, the Committee may examine and consider such matters in relation to the internal and
external audit of the Corporation's accounts (including the results of such audits), financial controls,
financial reporting and in relation to the general financial affairs of the Corporation as the Committee may
deem necessary or desirable except for those matters specifically delegated by the Board to another
standing Board committee or retained by the Board.
In carrying out the Committee's responsibilities, the Committee shall:
(a) be directly responsible for the appointment, compensation, retention and oversight of the work of the
independent Auditor, including resolution of disagreements between management and the
independent Auditor regarding financial reporting, for the purpose of preparing or issuing an audit
report or related work or performing other audit, review or attest services for the Corporation;
(b) pre-approve, or establish procedures and policies for the pre-approval of, the engagement and
compensation of the independent Auditor in respect of the provision of (i) all audit, audit-related,
review or attest engagements required by applicable law and (ii) all non-audit services permitted to
be provided by the independent Auditor in accordance with applicable law and the rules of the OSC,
SEC and any other applicable regulatory authority;
(c) review and approve the objectives and general scope of the external audit (including the overall audit
plan, the proposed timing and completion dates) and discuss the external audit with the
independent Auditor;
(d) evaluate the performance, quality control procedures and efficiency of the independent Auditor in
carrying out its responsibilities, review the experience and qualifications of the independent Auditor
team, make annual recommendations to the Board as to the appointment or re-appointment of the
independent Auditor and need for rotation of the independent Auditor (if any) and review such
Auditor's independence, including the receipt at least annually of a disclosure report from the
independent Auditor regarding the Auditor's independence as required by Independence Standards
Board Standard No. 1, ‘‘Independence Discussions with Audit Committees'', or other applicable
regulatory requirements;
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(e) satisfy itself generally that there is a good working relationship between management and the
independent Auditor, review any management letters, schedule of unadjusted differences or other
reports of the independent Auditor and discuss any material differences of opinion between
management and the independent Auditor;
(f) satisfy itself that management has established and is maintaining an adequate and effective system
of internal financial and accounting controls and is responding on a timely basis to any significant
weaknesses which have been identified, meet with and review significant reports of the Internal
Auditors and the independent Auditor relating to such internal controls and review the appointment,
termination and replacement of the senior management of the Internal Auditors, the scope of the
Internal Auditor's work plan and the overall performance, staffing and resources of the Internal
Auditors;
(g) review annually management's assessment and report relating to the effectiveness of the
Corporation's internal financial controls and procedures in respect of each fiscal year of the
Corporation, as well as the independent Auditors' attestation of such assessment in each case when
required under applicable law;
(h) review the (i) selection, use and quality of application of, and proposed material changes to, critical
accounting principles and practices and related judgments, and (ii) alternative GAAP treatments for
policies and practices relating to material items, including the ramifications of such alternative
disclosures or treatments and any recommended treatment, to ensure that the critical accounting
policies and practices and GAAP treatments adopted are appropriate and consistent with the
Corporation's needs and applicable requirements, and discuss the same with the independent
Auditor;
(i) review with management and the independent Auditor any issues raised by regulators or
governmental agencies and any employee complaints or published reports which raise material
issues regarding the Corporation's financial statements or accounting or auditing practices;
(j) review on behalf of the Board, any actual or potential illegal, improper or fraudulent behaviour which
may have a negative effect on the integrity or reputation of the Corporation, review the findings of any
regulatory authorities in relation to the financial affairs of the Corporation, review the disclosure of all
insider and related party transactions and monitor compliance with the Corporation's Code of
Conduct which may be in effect from time to time;
(k) satisfy itself that there is an agreed course of action leading to the resolution of significant unsettled
issues that do not affect the audited financial statements (e.g. disagreements regarding correction of
internal control weaknesses or the application of accounting principles to proposed transactions), if
any;
(l) assess with management the Corporation's material risk exposures and the Corporation's actions to
monitor and control such exposures;
(m) review and approve the hiring of former employees of the independent Auditor who were engaged
on the Corporation's account within the last three years prior to such hiring;
(n) review all material off-balance sheet transactions and the related accounting presentation and
disclosure;
(o) discuss with the independent Auditor the matters required to be discussed by the Statement of
Auditing Standards No. 54, 61, 89 and 90 (and comparable generally accepted auditing standards in
Canada) and other applicable standards or requirements in effect from time to time relating to the
conduct of the audit and quarterly review of the interim financial results;
(p) review and assess this Audit Committee Charter annually and make recommendations to the Board
for such changes to the Charter as the Committee shall consider necessary or desirable;
(q) prepare the Audit Committee report in the form and at the time required by the applicable rules of the
OSC, SEC, NYSE or other applicable regulatory authorities which are in effect from time to time for
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inclusion in the Corporation's Annual Report, Annual Information Form and/or information circular/
proxy statement;
(r) review and approve in advance all non-audit services otherwise permitted at law to be provided by
the independent Auditor to the Corporation, provided that the Committee may pre-approve certain
services within designated thresholds on an annual basis and further provided that the Committee
may delegate to the Chairman of the Committee or such other members of the Committee that it
deems appropriate certain pre-approval authority. Any such approval granted by such persons shall
be reported at the next regularly scheduled meeting of the Committee;
(s) review and, where appropriate, approve all public disclosure documents of the Corporation
containing financial information or forecasts of the Corporation prior to its release, including all press
releases containing such information or forecasts;
(t) establish procedures for (i) the receipt, retention and treatment of complaints received by the
Corporation regarding accounting, internal controls, and auditing matters, and (ii) the confidential,
anonymous submission of complaints by employees of the Corporation of concerns regarding
questionable accounting or auditing matters; and
(u) perform such other functions as requested or delegated by the Board from time to time or as required
by the Corporation's articles and by-laws, applicable law or applicable regulatory agencies.
(10) Notwithstanding the foregoing and subject to applicable law, the Committee shall not be responsible to
plan or conduct internal or external audits or to determine that the Corporation's financial statements are
complete and accurate and are in accordance with generally accepted accounting principles as these are
the responsibility of management, the Internal Auditors and the independent Auditor. This Charter has
been established to assist in ensuring sound business practices within the Corporation and to ensure the
Corporation's compliance with applicable laws or regulations; however, nothing in this Charter is
intended to expand applicable standards of liability under statutory and regulatory requirements for the
directors of the Corporation or members of the Committee.