The Audit and Risk Management Committee shall meet at least four times each year. Additional meetings shall be scheduled as considered necessary by the Audit and Risk Management Committee or chairperson. The Audit and Risk Management Committee may establish any procedures from time to time to govern its meetings, keeping of minutes and its administration.

The Audit and Risk Management Committee may request other directors, members of management, counsels, internal auditors and external auditors, as applicable to participate in the Audit and Risk Management Committee meetings, as necessary, to carry out the Audit and Risk Management Committee’s responsibilities.

It shall be understood that either internal or external auditors, may, at any time, request a meeting with the Audit and Risk Management Committee with or without management attendance. The external auditors shall be given notice of meetings and shall have the right to attend and speak.

The Secretary of the Audit and Risk Management Committee shall be appointed by the Committee from time to time. Committee meeting agendas shall be the responsibility of the Audit and Risk Management Committee chairperson with input from Committee members. The chairperson may also ask management to participate in this process.

The agenda for each meeting shall be circulated at least five business days before each meeting to the Audit and Risk Management Committee members, the external auditors and all those who are required to attend the meeting. Written materials including information requested by the Audit and Risk Management Committee from management, internal audit and external auditors shall be received together with the agenda for the meetings (Practice 1.5, MCCG 2017).

The quorum for the Audit and Risk Management Committee meeting shall be the majority of members present members shall constitute a quorum.

Attendance at a meeting may be by being present in person or by participating in the meeting via video or teleconference.

Questions arising at any meeting of the Audit and Risk Management Committee shall be decided by a majority of votes of the members present, and in the case of equality of votes, the Chairman of the Audit and Risk Management Committee shall have a second or casting vote.

The Audit and Risk Management Committee shall cause minutes to be duly entered in the books provided for the purpose of all resolutions and proceedings of all meetings of the Audit and Risk Management Committee. Such minutes shall be signed by the chairperson of the meeting at which the proceedings were held or by the chairperson of the next succeeding meeting and if so signed, shall be conclusive evidence without any further proof of the facts thereon stated. Minutes of each meeting shall also be distributed to all attendees (members) of the Audit and Risk Management Committee meeting and external auditors.

The Audit and Risk Management Committee, through its chairperson, shall report to the Board after each meeting. The minutes of the Audit and Risk Management Committee meeting shall be available to all Board members.

The Audit and Risk Management Committee may deal with matters by way of a circular resolution in writing, in lieu of convening a formal meeting. The circular resolution shall be as valid and effectual as if it has been passed by a meeting of the Audit and Risk Management Committee duly convened. Circular Resolutions signed by all the members shall be valid and effective as if it had been passed at a meeting of the Audit and Risk Management Committee.