Marginal note:Audit committee
27. (1) The board of directors shall establish an audit committee consisting of at least three directors.
Marginal note:Duties of audit committee
(2) The audit committee shall
(a) require the Centre to implement and maintain appropriate internal control procedures;
(b) review, evaluate and approve those internal control procedures;
(c) review the Centre’s annual financial statements and report to the Centre before those statements are approved by the board of directors;
(d) meet with the Centre’s auditor to discuss the Centre’s annual financial statements and the auditor’s report; and
(e) meet with the Centre’s auditor and the Centre’s management to discuss the effectiveness of the internal control procedures.
Marginal note:Special report
(3) If the audit committee is of the opinion that there is any information that should be brought to the attention of the Minister, it shall make a report of that information to the Minister and furnish the board with a copy of the report.
Marginal note:Meeting of directors
(4) The audit committee may call a meeting of the board of directors to consider any matter of concern to the committee.
Marginal note:Technical assistance
(5) The audit committee may engage, on a temporary basis, the services of persons having technical or specialized knowledge to assist the committee in carrying out its duties under this Act.
Marginal note:Independent audit
28. The accounts and financial transactions of the Centre shall be audited annually by an independent auditor designated by the board of directors, and a written report of the audit shall be made to that board.
Arbitrators and Mediators
Marginal note:Responsibilities of the Centre
29. The Centre shall ensure that arbitrators and mediators who provide dispute resolution services under the auspices of the Centre
(a) meet the qualifications established by its by-laws;
(b) are independent of the Centre; and
(c) are, as a group, able to provide services in one or the other of the official languages of Canada or in both, according to the needs of the parties.
Marginal note:Duty of care
30. (1) Every director and officer of the Centre, in exercising their powers and performing their duties and functions, must
(a) act honestly and in good faith with a view to the best interests of the Centre;
(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; and
(c) comply with this Act and the by-laws of the Centre.
Marginal note:No exculpation
(2) No provision in a contract or resolution relieves a director or officer from the duty to act in accordance with this Act, the regulations or the by-laws or relieves a director or officer from liability for a breach of any of them.
Marginal note:Reliance on statements
(3) A director or officer is not liable for a breach of duty under subsection (1) if the director or officer relies in good faith on
(a) financial statements of the Centre represented to the director or officer by an officer of the Centre or in a written report of the auditor of the Centre as fairly reflecting the financial condition of the Centre; or
(b) a report of a lawyer, notary, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person.
- Date modified: