Blackberry 2014 Annual Report Download - page 76

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Secretary of the Corporation. Notice of meetings may be done through any efficient communication medium (i.e. email, facsimile,
mail, etc.) provided the notification is capable of being received at least twenty-four (24) hours in advance of the meeting. Each
member of the Committee shall be responsible for providing up-to-date contact information to the Corporate Secretary to ensure
efficient and timely communication. All independent directors may attend Committee meetings, provided that directors who are
not members of the Committee shall not be entitled to vote, nor shall their attendance be counted as part of the quorum of the
Committee.
As part of its purpose to foster open communications, the Committee shall meet at least annually with management and the
Corporation's independent auditors in separate executive sessions to discuss any matters that the Committee or each of these groups
or persons believe should be discussed privately. The Committee will have unrestricted access to management and employees of
the Corporation in order to carry out its duties and responsibilities. In addition, the Committee should meet or confer with the
independent auditors and management to review the Corporation's financial statements, MD&A, annual and interim earnings press
releases and related filings prior to their public release and filing with the Ontario Securities Commission (“OSC”), the SEC or
any other regulatory body. The Chair should work with the Chief Financial Officer and management to establish the agendas for
Committee meetings. The Committee, in its discretion, may ask members of management or others to attend its meetings (or
portions thereof) and to provide pertinent information as necessary.
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.
5. DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
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:
Selection and Evaluation of External Auditors
(1) 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;
(2) Review and approve the Corporation's independent auditors' annual engagement letter, including the proposed
fees contained therein;
(3) 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;
(4) Oversee the independence of the Corporation's independent auditors by, among other things:
(i) requiring the independent auditors to deliver to the Committee on a periodic basis a formal written
statement delineating all relationships between the independent auditors and the Corpora-tion;
(ii) reviewing and approving hiring policies concerning partners, employees and former partners and
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