Blackberry 2015 Annual Report Download - page 66

Table of Contents
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(5) Oversee areas under the responsibility of management, including the examination of securities trading by insiders;
(6) Conduct or authorize investigations into any matters within the Committee's scope of responsibilities, including retaining
outside counsel or other consultants or experts for this purpose;
(7) Establish procedures for the receipt, retention and treatment of complaints received by the Corporation regarding
accounting, internal controls or auditing matters and the confidential, anonymous submission by employees of the
Corporation of concerns regarding questionable accounting or auditing matters; and
(8) Perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Committee
or the Board deems necessary or appropriate.
With respect to the exercise of its duties and responsibilities, the Committee should:
(1) exercise reasonable diligence in gathering and considering all material information;
(2) remain flexible, so that it may be in a position to best react or respond to changing circumstances or conditions;
(3) understand and weigh alternative courses of conduct that may be available;
(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.
6. FUNDING
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.
7. DISCLOSURE AND REVIEW OF CHARTER
The Charter shall be (1) published in the Corporation's annual report, information circular or annual information form, 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 Corporation complies with all laws and regulations.