Blackberry 2013 Annual Report Download - page 106

(4) focus on weighing the benefit versus harm to the Corporation and its shareholders when considering alternative
recommendations or courses of action;
(5) if the Committee deems it appropriate, secure independent expert advice and understand the expert’s findings and the basis
for such findings, including retaining independent counsel, accountants or others to assist the Committee in fulfilling its duties and
responsibilities; and
(6) provide management, the Corporation’s independent auditors and the RPA Group with appropriate opportunities to meet
privately with the Committee.
Nothing in this Charter is intended, or should be determined, to impose on any member of the Committee a standard of care or
diligence that is in any way more onerous or extensive than the standard to which all members of the Board are subject at law. The
essence of the Committee’s responsibilities is to monitor and review the activities described in this Charter to gain reasonable
assurance, but not to ensure, that such activities are being conducted properly and effectively by the Corporation.
The Committee’s effectiveness may be compromised if it is dependent on management’s discretion to compensate the independent
auditors or the advisors employed by the Committee. Consequently, the Corporation shall provide for appropriate funding, as
determined by the Committee, for payment of any compensation (1) to any independent auditors engaged for the purpose of rendering
or issuing an audit report or related work or performing other audit, review or attest services for the Corporation, and (2) to any
independent counsel or other advisors employed by the Committee.
The Charter shall be (1) published in the Corporation’s annual report, information circular or annual information form of the
Corporation as required by law, and (2) be posted in an up-to-date format on the Corporation’s web site. The Committee should
review and reassess annually the adequacy of this Charter.
* * *
While the Committee has the duties and responsibilities set forth in this Charter, the Committee is not responsible for planning or
conducting the audit or for determining whether the Corporation’s consolidated financial statements are complete and accurate and
are in accordance with generally accepted accounting principles. Similarly, it is not the responsibility of the Committee to ensure that
the Cor
p
oration com
p
lies with all laws and re
g
ulations.
6. FUNDING
7. DISCLOSURE AND REVIEW OF CHARTER