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Companion Policy to National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings
Part 12 Role of Board of Directors and Audit Committee
Section 12.2

Audit Committee

NI 52-110 requires the audit committee to review an issuer’s financial disclosure and to establish procedures for dealing with complaints and concerns about accounting or auditing matters. Issuers subject to NI 52-110 should consider its specific requirements in designing and evaluating their DC&P and ICFR. 12.3 Reporting fraud – Paragraph 8 of Form 52-109F1 requires certifying officers to disclose to the issuer’s auditors, the board of directors or the audit committee of the board of directors any fraud that involves management or other employees who have a significant role in the issuer’s ICFR. Subsection 6.6(3) of the Policy provides guidance on the term “fraud” for purposes of this Instrument. Two types of intentional misstatements are

(i) misstatements resulting from fraudulent financial reporting, which includes omissions of amounts or disclosures in financial statements to deceive financial statement users, and

(ii) misstatements resulting from misappropriation of assets.