Blackberry 2012 Annual Report Download - page 106

Minutes of the Committee will be recorded and maintained by the Corporate Secretary and presented to the Committee at the next
Committee meeting for approval. The Corporate Secretary, or his/her designate as approved by the Committee Chair, shall act as
secretary for the meetings. For in camera sessions of the Committee without management present, minutes will be recorded and
maintained by the Chair of the Committee or his/her designate. Each member of the Board will have access to the minutes of the
Committee’s meetings, regardless of whether he or she is a member of the Committee, and the Chair shall report to the Board at its
next meeting on the activities, findings and recommendations of the Committee following each meeting. Minutes relating to in
camera sessions may be provided to Board members with the consent of the Chair.
The Committee is responsible for the oversight of the Corporation’s accounting, financial reporting and risk management processes,
including (i) the Corporation’s internal controls, and the nomination and appointment (subject to Board and shareholder approval),
compensation, retention, evaluation and oversight of the work of the Corporation’s independent auditors engaged for the purpose of
preparing or issuing an audit report or related work or performing other audit, review or attest services for the Corporation, and
(ii) the oversight of the Corporation’s Risk Performance and Audit Group (“RPA Group”) as more particularly detailed below. The
independent auditors and the RPA Group, through the leader of the RPA Group or his/her designee must report and otherwise
communicate directly to the Committee and are accountable to the Committee. The Committee’s oversight responsibilities include the
authority to approve all audit engagement fees and terms, as well as all permitted non-audit engagements and resolution of
disagreements between management and the independent auditors regarding financial reporting as well as oversight of the annual
audit plan of the RPA Group. The Committee shall take such actions as it may deem necessary to satisfy itself that the Corporation’s
auditors are independent of management within the meaning of applicable law.
While there is no “blueprint” to be followed by the Committee in carrying out its duties and responsibilities, the following should be
considered within the authority of the Committee:
A. Selection and Evaluation of External Auditors
(i) Make recommendations to the Board as to the selection of the firm of independent public accountants to audit the books and
accounts of the Corporation and its subsidiaries for each fiscal year;
(ii) Review and approve the Corporation’s independent auditors’ annual engagement letter, including the proposed fees contained
therein;
(iii) Review the performance of the Corporation’s independent auditors, including the lead partner, discuss the timing and process for
implementing the rotation of the lead partner, and make recommendations to the Board regarding the replacement or termination of
the independent auditors when circumstances warrant;
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5. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE