Marginal note:Statutory Instruments Act does not apply

26. The Statutory Instruments Act does not apply in respect of by-laws.

Marginal note:Audit and investment committees

• 27. (1) The board of directors shall establish an audit committee and an investment committee.

• Marginal note:Restriction — audit committee

  (1.1) None of the members of the audit committee may be officers or employees of the Board or any of its affiliates, within the meaning of section 83 of the Financial Administration Act.

• Marginal note:Other committees

  (2) The board of directors may establish the other committees that it considers necessary and assign to them the duties that it considers appropriate.

Marginal note:Duties of audit committee

28. The audit committee shall

• (a) require the Board’s management to implement and maintain appropriate internal control procedures;

• (b) review, evaluate and approve those internal control procedures;

• (c) review and approve the Board’s annual financial statements and report to the board of directors before those statements are approved by the board of directors;

• (d) meet with the Board’s auditor to discuss the Board’s annual financial statements and the auditor’s report;

• (e) review all investments and transactions that could adversely affect the return on the Board’s investments that are brought to the committee’s attention by the Board’s auditor or officers;

• (f) meet with the chief internal auditor of the Board, or with the person acting in a similar capacity, and with the Board’s management, to discuss the effectiveness of the internal control procedures; and

• (g) perform the other duties that the board of directors assigns to it.

Marginal note:Audit committee may request consideration of matters

29. The board of directors shall consider, on request of the audit committee, a matter of concern to the committee.

Marginal note:Auditor’s right to attend meetings

• 30. (1) The Board’s auditor is entitled to receive notice of and to attend meetings of the board of directors and meetings of the audit committee, at the Board’s expense, and to be heard at those meetings on matters relating to the auditor’s duties.

• Marginal note:Rights if no meeting

  (2) If the board of directors or the audit committee proposes to make a decision with respect to matters referred to in subsection (1) without holding a meeting, the auditor is entitled to notice of a proposed decision to be made by the board or the committee and the proposed decision shall not be made until the auditor has been given the opportunity to make submissions on the matter in writing, in accordance with the by-laws.

• Marginal note:Requiring auditor’s attendance

  (3) The Board’s auditor shall attend meetings of the audit committee, if requested to do so by a member of the audit committee — and shall attend meetings of the board of directors, if requested to do so by a director — at the Board’s expense.