(1) When a manager refers to the independent review committee a conflict of interest matter or any other matter that securities legislation requires it to refer, or refers its policies and procedures related to such matters, the manager must
(a) provide the independent review committee with information sufficient for the independent review committee to properly carry out its responsibilities, including
(i) a description of the facts and circumstances giving rise to the matter;
(ii) the manager’s policies and procedures;
(iii) the manager’s proposed course of action, if applicable; and
(iv) all further information the independent review committee reasonably requests;
(b) make its officers who are knowledgeable about the matter available to attend meetings of the independent review committee or respond to inquiries of the independent review committee about the matter; and
(c) provide the independent review committee with any other assistance it reasonably requests in its review of the matter.
(2) A manager must not prevent or attempt to prevent the independent review committee, or a member of the independent review committee, from communicating with the securities regulatory authority or regulator.