Gestión de los riesgos

Audit Committees

Pursuant to National Instrument 52-110 – Audit

Committees, reporting issuers other than investment funds, issuers of asset-backed securities, designated foreign issuers and SEC foreign issuers, certain exchangeable security issuers, certain credit support issuers and certain wholly-owned subsidiary issuers, must establish an audit committee to review the accounting and financial reporting processes of the issuer and the auditing of its financial statements. The purpose of the committee is to improve the quality of the issuer’s financial disclosure, thereby increasing investor confidence in capital markets. The audit committee is responsible for: (i) identifying and managing the risks that could affect financial reporting reliability; (ii) overseeing the integrity of the issuer’s financial reporting process and system of internal control as well as the external auditors and internal audit process; (iii) recommending the nomination and compensation of external auditors; (iv) approving all non-audit services provided by the external auditors; (v) overseeing company compliance with applicable legal and regulatory requirements affecting financial reporting; and (vi) reviewing financial statements, MD&A and annual and interim earnings press releases. The audit committee must be composed of at least three directors. In the case of TSX-listed companies, all audit members must be independent (i.e., free of any direct or indirect material relation- ship between the director and the issuer which might reasonably be expected to interfere with the member’s exercise of independence). In the case of TSX-V-listed companies, only the majority of members must be independent and none is required to be financially literate. Issuers must, however, disclose the fact that a particular member is not independent or is not financially literate. An issuer may qualify for exemption from the independence and financial literacy requirements in the following circumstances: (i) if at least one audit committee member is independent, in which case the issuer may obtain an exemption

for the first 90 days following the date of receipt for its IPO prospectus; or (ii) if the director becomes financially literate within a reasonable period of time. The issuer’s board must believe that use of an exemption will not adversely impair the committee’s ability to act independently and otherwise satisfy its obligations.

Nominating Committee

Pursuant to National Policy 58-101, which is a guideline but not a mandatory requirement, the board of an issuer is encouraged to appoint a nominating committee composed entirely of independent directors. This committee should have a written charter. The purpose of the nominating committee is to identify individuals who are qualified to become board members and to recommend such nominees to the board. In making such rec- ommendations, the committee should consider the competencies and skills that the board requires, the appropriate size of the board and the skills and competencies of the current board members and the nominees. If the board does not have a nominating committee comprised of entirely independent directors, the management information circular of the issuer must contain disclosure as to what steps the board takes to encourage an objective nomination process. Compensation Committee

Pursuant to National Policy 58-101, the board of an issuer is encouraged to also appoint a compensation committee composed entirely of independent directors. This committee should also have a written charter and should determine and review CEO compensation, taking into consideration the issuer’s goals and objectives. The committee may also make recommendations to the board with respect to non-CEO officer and director compensation, incentive compensation plans and equity-based plans. The committee also reviews any disclosure regarding executive compensation before it is made public. If the board does not have a compensation committee comprised of entirely independent directors, the management information circular of the issuer must contain disclosure as to what steps the board takes to encourage an objective process for determining compensation of directors and officers.

Disclosure Controls and Procedures and Internal Controls over Financial Reporting Pursuant to National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings,

reporting issuers (other than venture issuers) must ensure the existence of and annually evaluate dis- closure controls and procedures (“DC&P”) and internal controls over financial reporting (“ICFR”). CEOs and CFOs of reporting issuers, or persons performing similar functions, must individually certify annual and interim filings and their responsibility for DC&P and ICFR. Venture issuers need only obtain a more basic certificate that does not include rep- resentations regarding DC&P and ICFR.

Each of the CEO and CFO of a reporting issuer must individually certify on an annual basis that: • they have reviewed all annual public filings; • there is no untrue statement of material fact or

omission of material fact in the filings based on their own knowledge after having exercised reasonable due diligence;

• the financial statements and other financial information in the annual filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, based on their knowledge having exercised reasonable due diligence;

• the certifying officers have created:

• DC&P providing “reasonable assurance”

that material information relating to the issuer is known by the individuals certifying that the information required to be dis- closed is recorded, processed, summarized and reported within the time periods spec- ified by securities legislation; and

• ICFR providing “reasonable assurance”

regarding the reliability of financial reporting and the preparation of financial statements for external purposes is in accordance with the issuer’s GAAP requirements;

• material weaknesses relating to the design

and limits to the scope of the ICFR and their impact on financial reporting have been disclosed;

• the certifying officer has evaluated the

effectiveness of the DC&P and the ICFR;

• the issuer disclosed changes that have or

are reasonably likely to materially affect the issuer’s ICFR; and

• any fraud involving management or other

employees with a significant role in the issuer’s ICFR has been disclosed to the issuer’s auditors and to the board of directors or the audit committee of the board of directors. A similar certification is required for the reporting issuer’s interim filings as well.

See “Civil Liability for Misrepresentations in Secondary Market Disclosure” below for a discussion of the liability associated with a misrepresentation in a CEO/CFO certificate.

Shareholder Meetings

The conduct of shareholder meetings is generally governed by the corporate law of the issuer’s jurisdiction of incorporation, but securities laws apply to the content and form of the proxies and management and dissident information circulars delivered in connection with a meeting of share- holders of a reporting issuer. Typically, corporate law requires that an annual meeting be held at least once every 15 months and requires advance notice to be given to shareholders. Corporate law also sets out requirements with respect to the timing of delivery of notice of a meeting to share- holders and delivery by shareholders of a proxy.

National Instrument 54-101 – Communication with

Beneficial Owners of Securities of a Reporting Issuer

sets out how and when issuers must communicate with their shareholders.

Civil Liability for Misrepresentations in Secondary Market Disclosure

As is the case with prospectus disclosure, issuers may face civil liability for misrepresentations in any secondary market disclosure which can arise as a result of:

• a misrepresentation in a document released by or on behalf of the issuer;

• a misrepresentation made in a public oral state- ment on behalf of the issuer; or

• the failure of the issuer to timely disclose a material change.

An investor may bring an action against the issuer if such investor purchases or disposes of securities during the period between the time when: (i) the document containing a misrepresentation was released and the time the misrepresentation was publicly corrected; (ii) the public oral statement was made and the time when the misrepresentation contained in the public oral statement was publicly corrected; or (iii) the material change was required to be disclosed and the disclosure of the material change.

The investor does not need to prove that they relied upon the misrepresentation. However, where the action is in respect of a misrepresentation con- tained in a document that is not a “core document”, a core document being a document such as an MD&A, AIF, information circular, annual financial statements, interim financial statements or material change report, or a public oral statement, the investor must prove that the person or issuer:

(a) knew, when the misrepresentation was made, that the document or oral statement contained the misrepresentation;

(b) deliberately avoided learning of the existence of such misrepresentation; or

(c) was, through action or failure to act, guilty of gross misconduct relating to the release of the document or making the public oral statement that contained the misrepresentation.

The investor does not need to prove knowledge, wilful blindness or gross misconduct in the case of a misrepresentation in a core document or for failure to make a timely disclosure by the issuer or an officer of the issuer.

An issuer will not be liable if it can provide that the investor had knowledge of the misrepresentation prior to their acquisition or disposition of the securities in question. The issuer may also use a “reasonable investigation” defence if it can prove that: a reasonable investigation was conducted prior to the deficient disclosure; and at the time of the deficient disclosure, the defendant had no reasonable grounds to believe that: (i) there was a misrepresentation in the document or oral statement; or (ii) the information would not be disclosed in a sufficiently timely manner.

The issuer may also rely upon statutory safe harbour defences for reasonable forward-looking information accompanied by adequate cautionary language. Such a defence would not, however, apply with respect to: (i) forward-looking information in financial statements; or (ii) forward-looking information in documents released in conjunction with an IPO.