Blackberry 2016 Annual Report Download - page 58

Table of Contents
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management, and seek assurances from management on the effectiveness of risk management practices and controls;
(7) Consider emerging industry and regulatory risk management issues and the possible impact on the Corporation;
Oversight of the RPA Group and Quarterly Reviews
(1) Review the Committee’s level of involvement and interaction with the Corporation’s RPA Group, including the
Committee’s line of authority and role in appointing and compensating employees in the RPA Group;
(2) Review and advise on the appointment, replacement, reassignment, or dismissal of the leader of the RPA Group;
(3) Review the resources, performance, effectiveness, degree of independence and objectivity of the RPA Group and the
adequacy of its audit process, and approve changes to its charter;
(4) Review RPA Group reports, as well as management’s response to such reports, and review and approve the annual audit
plan of the RPA Group, including the proposed audit universe, priorities, staffing, and, on a quarterly basis, the status of
the audit plan and the then current assessment and management of risk;
(5) Review the effectiveness of the RPA Group’s methodology relating to its assessment of risks to the Corporation, including
the factors considered and the relative weighting of such factors, and consider changes in management’s assessment of
risks;
(6) Review with management the progress and results of all RPA Group projects, approve procedures for implementing
accepted recommendations, and, when deemed necessary or appropriate by the Committee, direct the Corporation’s Chief
Executive Officer to assign additional audit projects to the leader of the RPA Group;
(7) Meet privately with the leader of the RPA Group to discuss any areas of concern, and to confirm that (i) significant issues,
including any material disagreements with the senior leadership team, are brought to the Committee’s attention, (ii) the
principal risks of the Corporation’s business have been identified by management and appropriate policies and systems
have been implemented to manage such risks, and (iii) the integrity of the Company’s internal control and management
information systems are satisfactory;
Oversight of Financial Reporting Process and Internal Controls
(1) Review the adequacy and effectiveness of the Corporation’s accounting and internal control policies and procedures
through inquiry and discussions with the Corporation’s independent auditors and management of the Corporation;
(2) Review with management the Corporation’s administrative, operational and accounting internal controls and internal
control over financial reporting, including controls and security of the computerized information systems, and evaluate
whether the Corporation is operating in accordance with its prescribed policies, procedures and codes of conduct;
(3) Review with management and the independent auditors any reportable conditions and material weaknesses affecting the
Corporation’s internal control and financial reporting;
(4) Receive periodic reports from the Corporation’s independent auditors and management of the Corporation to assess the
impact on the Corporation of significant accounting or financial reporting developments proposed by the Chartered
Professional Accountants Canada, the American Institute of Certified Public Accountants, the Financial Accounting
Standards Board, the SEC, the OSC or other regulatory body, or any other significant accounting or financial reporting
related matters that may have a bearing on the Corporation;
(5) Establish and maintain free and open means of communication between and among the Board, the Committee, the
Corporation’s independent auditors, the RPA Group and management;
Other Matters
(1) In addition to meeting regularly with the general counsel, meet as needed with outside counsel to review legal and
regulatory matters, including inquiries from governmental and regulatory authorities and any matters that may have a
material impact on the financial statements of the Corporation;
(2) Review the Corporation’s policies relating to the avoidance of conflicts of interest and review and approve related party
transactions as required by the Corporation’s Code of Business Standards and Principles and applicable laws and listing
rules, as well as policies and procedures with respect to officers’ expense accounts and perquisites. The Committee shall
consider the results of any review of these policies and procedures by the Corporation’s independent auditors;
(3) Oversee, review, and periodically update the Corporation’s Code of Business Standards and Principles and the
Corporation’s system to monitor compliance with and enforcement of the Code of Business Standards and Principles;
(4) Review and approve capital and operating expenditure limits on an annual basis and review and approval of any exceptions
to such limits proposed by the Corporation from time to time;