Minutes – Audit Committee (AC) Meeting 5 December 2010

AC Attendees: Harald Alvestrand, Steve Crocker, Dennis Jennings and Rita Rodin Johnston – Chair

Staff members present: Akram Atallah – Chief Operating Officer; John Jeffrey – General Counsel and Secretary; Kevin Wilson – Chief Financial Officer; Juan Ojeda, Diane Schroeder and Amy Stathos

---

The following is a summary of discussion, actions taken and actions identified:

1. Minutes: Approved the minutes of the 18 October 2010 meeting.

2. FY10 Financial: Staff reported on various issues relating to the financials for FY10, including the fact that the following documents have been posted: (i) the audited financials; (ii) the director expenses; (iii) director contractual relationship report; (iv) the FY10 Financial results discussion; and (v) the finance blog

3. Independent Financial Expert: Staff presented report on the applications received and analysis of the various candidates. AC confirmed that this is a voluntary, as needed, position.

   • Action: Staff to distribute resumes and heat matrix analysis to committee for review.

4. Financial Software Package : Staff reported on the decision to integrate a new finance software package and the costs associated with that decision. Committee discussed how the new package will help enhance financial controls.

5. Executive Session: Participated in executive session with COO, wherein the COO provided a report to the committee on the efforts and progress of the internal auditor function.