Audit Committee

Mandate

The Audit Committee provides assistance to the Board of Directors in fulfilling its oversight responsibility to the shareholders with respect to:

• the integrity of annual and quarterly financial statements that will be provided to the shareholders and others;
• audits of the financial statements;
• the systems of internal controls over financial reporting and disclosure controls and procedures established by management and the board;
• all audit, accounting, financial reporting, ethics and financial risk management processes, including related to financial risk areas of financial reporting, information technology systems (including cybersecurity), business continuity and legal claims and exposures;
• compliance with accounting and finance based legal and regulatory requirements, relevant laws, regulations and policies;
• the external auditor’s qualifications and independence;
• the internal and external audit processes and performance of the internal auditor and external auditor;
• the corporation’s pension plans; and
  
• the implementation and effectiveness of the Ethics Program Charter and the compliance program under the Ethics Program Charter.

It is the responsibility of the Committee to maintain an open avenue of communication between itself, the external auditors, the internal auditors and management of Finning. At each meeting, the Committee meets separately with the Chief Financial Officer and meets in separate closed sessions, with only independent directors in attendance, with the external auditor, and with the internal auditor.

In discharging its oversight role, the Audit Committee is empowered to investigate any matter brought to its attention, with full access to all books, records, facilities, and personnel of the corporation and the power to retain outside counsel or other experts for this purpose.

The Board Chair also regularly attends meetings of the Audit Committee. All Committee members must be independent and financially literate, meaning that each member can read and understand financial statements that are comparable to Finning’s in terms of breadth and complexity of accounting issues. At least one member is required to have accounting or related financial management expertise. Vicki L. Avril-Groves, Manjit K. Sharma and Nancy G. Tower are the Committee’s designated “financial experts”.

Meetings

The Committee met four times in 2023, with 100% attendance at all the meetings. In addition, at each Committee meeting the members held sessions without management present.

External Auditor

Deloitte LLP (Deloitte) has been Finning’s external auditor since 2002. The Audit Committee has the oversight responsibility for reviewing Deloitte’s performance, qualifications, independence and audit of Finning’s financial statements.

Services provided by, and fees paid to, the external auditor are explained in more detail in the 2024 Management Proxy Circular.