Minutes – Board Audit Committee (AC) Meeting 10 June 2010

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

Staff Attendees: Doug Brent – Chief Operating Officer; John Jeffrey – General Counsel and Secretary; Kevin Wilson – Chief Financial Officer; Diane Schroeder , and Amy Stathos

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

1. Internal Audit Function: Discussed the recommended process for instituting an internal audit function and fact that there are no accounting standards to follow, but rather the function is company specific. It was noted that this concept was not driven by any particular issue arising, but rather as a best practice. The model suggested was: (i) engage independent contractors with expertise in internal auditing to be the internal audit firm; (ii) the AC would agree on initial limited topics to audit, but also allow for on-call projects as the AC may request; (iii) senior management would direct and support the work; (iv) the internal audit firm would complete the work assignment; and (v) the internal audit firm would report results directly to the Audit Committee. The AC approved the engagement of the staff recommend internal audit firm.
   • Actions:
     • Staff to engage internal audit firm.
     • Staff to start internal audit firm on a specific set of topics agreed by AC.
     • Staff to notify Board chair that AC chair would like to make brief presentation to Board on engagement of internal audit firm.
     • Staff to assist AC chair in preparing brief slides for presentation to Board.
     • Staff to try to set brief call with internal audit firm for AC while in Brussels.
2. Best Practices: Discussed the AC Best Practice materials revised by staff. Noted that this is an amalgamation of prior version and committee member comments.
   • Actions:
     • Staff to send a redline showing changes from latest version
     • Committee members to review and be prepared to approve in Brussels.
3. Project Plan and Calendar: Briefly reviewed and discussed project plan and calendar. Discussed that it includes new items and all of the best practices information as well.
   • Actions:
     • Staff to further revise to reflect discussion with AC chair.
     • Committee members to send comments to staff for inclusion in revised calendar and project plan.
     • Discussed that first individual meeting with COO will happen in Brussels whether during the AC meeting or at another time convenient for all members.
4. Brussels Agenda: Discussed the agenda items for the Brussels meeting, including kick-off meeting with independent auditors, review and approval of revised audit committee charter, review and approval of AC best practices document, review and approval of revised procurement guidelines, plan for engaging outside financial expertise for AC, staff report on testing of Whistleblower hotline reporting mechanism, staff regular report on internal controls, counsel report on separation requirements for AC and Board Finance Committee members, and one-on-one meeting with COO.
   • Actions:
     • Staff to send redline of procurement guidelines for committee review, and thereby removal from the Brussels agenda.
     • Staff to develop “consent” agenda with all items that the committee simply needs to review and approve and distribute those materials via email.
     • Staff to prepare regular meeting materials and distribute in advance of meeting.