• Audit Committee
• Primary Responsibilities
• Membership

Terms of Reference

The Board of Governors By-Law No. 1, section 15, sub-section 3(a) states: The Audit
Committee shall be composed of the Chair and the Vice-Chair(s) of the Board, and
a minimum of three other members of the Board. The President, Vice-President (Administration),
and the Chief Internal Auditor shall normally be invited to attend all Audit Committee meetings.
Notwithstanding any other provisions in the By-laws, in any event, every Audit Committee
member shall be an independent, external and unrelated Governor (not employed by the
University or enrolled in a course of study at the University). Every Audit Committee member
will also be a member of the Finance Committee. Members of the Audit Committee shall be
financially literate, with the ability to read and understand financial statements of the breadth
and complexity comparable to those of the University. At least one member of the Committee
shall have accounting or related financial management expertise. The Chair of the Committee shall be the Chair of the Finance Committee.

One half of the membership of the Committee shall constitute a quorum.

Meetings shall be held as required or upon the request of a member of the Audit Committee or of the University's internal or external auditors. The Chair shall review an agenda in advance of each meeting.

The Audit Committee assists the Board in fulfilling its oversight responsibilities for the financial reporting process, the system of internal control, the audit process, and the University's processes for monitoring compliance with laws and regulations.

January 30, 2012