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, 2008, the Audit Committee has been comprised of the following three members:
- Janice Rennie (chair)
- Robert Moore
- Mike Percy
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.
Relevant Education & Experience of Audit Committee Members
| Committee Member |
Relevant Education & Experience |
Janice Rennie
CHAIR
|
Mrs. Rennie is a Chartered Accountant. She has
served as an executive in both operations and
financial roles in a number of private and public
companies. In these roles, Mrs. Rennie has actively
supervised persons engaged in preparing, auditing,
analyzing or evaluating financial statements. In
addition, Mrs. Rennie has served on and chaired a
number of audit committees of public companies.
She currently serves on the audit committees of four
other reporting issuers.
|
| Robert Moore |
Dr. Moore acquired significant financial experience
and exposure to accounting and financial issues
while serving for 13 years as co-founder, president
and director of Gensym Corporation, a USA-based
public company. Dr. Moore is also the retired chair
and CEO of Vigilistics, Inc.
|
| Michael Percy |
Dr. Percy has a PhD in Economics from Queen’s
University. Dr. Percy has served on and chaired a
number of public company audit committees. He
currently serves on the audit committee of two
other reporting issuers. Dr. Percy is the dean of the
School of Business at the University of Alberta. He
has served on the Investment Advisory Board of the
Workers’ Compensation Board of Alberta and as
chair of the Edmonton Chamber of Commerce
Provincial and Federal Budget Committee.
|
Audit Committee Charter
The Audit Committee charter is summarized below. The full text of the charter is available here and is attached to our annual information form dated November 6, 2009 and available on SEDAR at www.sedar.com.
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.
During fiscal 2009, the Audit Committee met six times (four in
person meetings, two teleconferences). Each meeting included
the external auditors, the chief financial officer and general
counsel. The Audit Committee met with the auditors without
management present and with management without the
auditors present at five of the six meetings.
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.
In fulfilling its mandate and responsibilities, the Audit Committee focuses on three areas:
Financial Reporting
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
External Auditors
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.
Risk Management
The Audit Committee oversees management's identification of Matrikon's principal financial risks and uncertainties and the systems used to minimize these risks.
In 2009, in addition to the above, the Audit Committee:
- Continued its oversight of Matrikon’s internal controls compliance, including internal controls over financial reporting and disclosure controls and procedures.
- Reviewed and recommended that the board approve the dividends declared on December 17, 2008 and April 18, 2009.
- Reviewed the Audit Committee Terms of Reference, Matrikon’s Code of Business Conduct & Whistleblower policies, foreign currency management policy and executive expenses and approval processes.
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.