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(iv) Oversee the independence of the Corporation’s independent auditors by, among other things:

(v) Instruct the Corporation’s independent auditors that:

Review and pre-approve all audit and permitted non-audit services to be provided by the independent auditors to the Corporation,

including tax services;

Oversight of Annual Audit and Quarterly Reviews

(i) Review and accept, if appropriate, the annual audit plan of the Corporation’s independent auditors, including the scope of audit

activities, and monitor such plan’s progress and results during the year;

(ii) Confirm through private discussions with the Corporation’s independent auditors and the Corporation’s management that no

management restrictions are being placed on the scope of the independent auditors’ work;

(iii) Review the results of the year-end audit of the Corporation, including (as applicable):

•

requiring the independent auditors to deliver to the Committee on a periodic basis a formal written statement delineating all

relationshi

s between the inde

endent auditors and the Cor

oration;

•

reviewing and approving hiring policies concerning partners, employees and former partners and employees of the present and

former inde

endent auditors; and

•

actively engaging in a dialogue with the independent auditors with respect to any disclosed relationships or services that may

impact the objectivity and independence of the independent auditors and taking appropriate action to satisfy itself of the

auditors’ inde

endence;

•

the

are ultimatel

accountable to the Committee;

•

the

must re

ort directl

to the Committee; and

•

the Committee is responsible for the appointment (subject to Board and shareholder approval), compensation, retention,

evaluation and oversi

ht of the Cor

oration’s inde

endent auditors;

•

the audit reports on the Corporation’s financial statements and management’s assessment of internal control over financial

reporting, the published financial statements, the management representation letter, the “Memorandum Regarding Accounting

Procedures and Internal Control” or similar memorandum prepared by the Corporation’s independent auditors, any other

ertinent re

orts and mana

ement’s res

onses concernin

such memorandum;