Financial Administration Act

Marginal note:Audit committee

• 148 (1) Each parent Crown corporation that has four or more directors shall establish an audit committee composed of not less than three directors of the corporation, the majority of whom are not officers or employees of the corporation or any of its affiliates.

• Marginal note:Idem

  (2) In the case of a parent Crown corporation that has less than four directors, the board of directors of the corporation constitutes the audit committee of the corporation and shall perform the duties and functions assigned to an audit committee by any provision of this Part and the provision shall be construed accordingly.

• Marginal note:Duties

  (3) The audit committee of a parent Crown corporation shall

  • (a) review, and advise the board of directors with respect to, the financial statements that are to be included in the annual report of the corporation;

  • (b) oversee any internal audit of the corporation that is conducted pursuant to subsection 131(3);

  • (c) review, and advise the board of directors with respect to, the annual auditor’s report of the corporation referred to in subsection 132(1);

  • (d) in the case of a corporation undergoing a special examination, review, and advise the board of directors with respect to, the plan and reports referred to in sections 138 to 141; and

  • (e) perform such other functions as are assigned to it by the board of directors or the charter or by-laws of the corporation.

• Marginal note:Auditor’s or examiner’s attendance

  (4) The auditor and any examiner of a parent Crown corporation are entitled to receive notice of every meeting of the audit committee and, at the expense of the corporation, to attend and be heard at each meeting, and, if so requested by a member of the audit committee, the auditor or examiner shall attend any or every meeting of the committee held during his term of office.

• Marginal note:Calling meeting

  (5) The auditor or examiner of a parent Crown corporation or a member of the audit committee may call a meeting of the committee.

• Marginal note:Wholly-owned subsidiary

  (6) Where the report referred to in subsection 132(1) is to be prepared in respect of a wholly-owned subsidiary separately, subsections (1) to (5) apply, with such modifications as the circumstances require, in respect of the subsidiary as though

  • (a) the references in subsections (1) to (5) to a parent Crown corporation were references to the subsidiary; and

  • (b) the reference in paragraph (3)(a) to the annual report of the corporation were a reference to the annual report of the parent Crown corporation that wholly owns the subsidiary.