Committee Membership and Qualifications

The Committee shall have at least three members. Such members must have no conflict of interest with any other duties they have for the licensee.

A majority of the members of the committee including the Chairman shall be independent directors.

The CEO must not be a member of this committee.

The committee members must have sufficient technical expertise to enable the committee to perform its functions effectively. Technical expertise means that members must have recent and relevant financial ability and experience, which includes:

(a) An ability to read and understand corporate financial statements including a licensee's balance sheet, income statement and cash flow statement and changes in shareholders' equity;
(b) An understanding of the accounting principles which are applicable to the licensee's financial statements;
(c) Experience in evaluating financial statements that have a level of accounting complexity comparable to that which can be expected in the licensee's business;
(d) An understanding of internal controls and procedures for financial reporting; and
(e) An understanding of the audit committee's controls and procedures for financial reporting.
January 2013