Blackberry 2016 Annual Report Download - page 56

Table of Contents
47
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, (ii)
the oversight of enterprise risk management activities, and (iii) 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 Corporation;
(ii) reviewing and approving hiring policies concerning partners, employees and former partners and employees of
the present and former independent auditors; and
(iii) 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’ independence;
(5) Instruct the Corporation’s independent auditors that:
(i) they are ultimately accountable to the Committee;