Audit Committee Charter
1. Purpose of the Committee
The purpose of the Audit Committee (the “Committee”) of the board of directors (the “Board”) of the Company is to provide an open avenue of communication between management, the Company’s external auditor and the Board and to assist the Board in its oversight of:
- the integrity, adequacy and timeliness of the Company’s financial reporting and disclosure practices;
- the Company’s compliance with legal and regulatory requirements related to financial reporting; and
- the independence and performance of the Company’s external auditor.
The Committee shall also perform any other activities consistent with this Charter, the Company’s articles and governing laws as the Committee or Board deems necessary or appropriate.
The Committee shall consist of a minimum of three directors who are appointed and may be removed by the Board in its discretion. The members of the Committee shall elect a Chairman from among their number. A majority of the members of the Committee must not be officers or employees of the Company or of an affiliate of the Company. The quorum for a meeting of the Committee is a majority of the members who are not officers or employees of the Company or of an affiliate of the Company. With the exception of the foregoing quorum requirement, the Committee may determine its own procedures.
The Committee’s role is one of oversight. Management is responsible for preparing the Company’s financial statements and other financial information and for the fair presentation of the information set forth in the financial statements in accordance with generally accepted accounting principles (“GAAP”). Management is also responsible for establishing internal controls and procedures and for maintaining the appropriate accounting and financial reporting principles and policies designed to assure compliance with accounting standards and all applicable laws and regulations.
The external auditor’s responsibility is to audit the Company’s financial statements and provide its opinion, based on its audit conducted in accordance with generally accepted auditing standards, that the financial statements present fairly, in all material respects, the financial position, results of operations and cash flows of the Company in accordance with GAAP.
The Committee is responsible for recommending to the Board the external auditor to be nominated for the purpose of auditing the Company’s financial statements, preparing or issuing an auditor’s report or performing other audit, review or attest services for the Company, and for reviewing and recommending the compensation of the external auditor. The Committee is also directly responsible for the evaluation of and oversight of the work of the external auditor including the resolution of any disagreements between management and the external auditor regarding financial reporting. The external auditor shall report directly to the Committee. The Committee is also entitled to engage independent counsel and other advisers in the performance of its duties and to set and pay the compensation for such counsel or advisers.
2. Authority and Responsibilities
In addition to the foregoing, in performing its oversight responsibilities the Committee shall:
- Monitor the adequacy of this Charter and recommend any changes to the Board from time to time.
- Review the appointments of the Company’s Chief Financial Officer and any other key financial executives involved in the financial reporting process.
- Review with management and the external auditor the adequacy and effectiveness of the Company’s accounting and financial controls and the adequacy and timeliness of its financial reporting processes.
- Review with management and the external auditor the annual financial statements and related documents and review with management the unaudited quarterly financial statements and related documents, prior to filing or distribution, including matters required to be reviewed under applicable legal or regulatory requirements.
- Where appropriate and prior to release, review with management the Company’s financial statements, MD&A and any news releases that disclose annual or interim financial results or contain other significant financial information that has not previously been released to the public.
- Review the Company’s financial reporting and accounting standards and principles and significant changes in such standards or principles or in their application, including key accounting decisions affecting the financial statements, alternatives thereto and the rationale for decisions made.
- Review the quality and appropriateness of the accounting policies and the clarity of financial information and disclosure practices adopted by the Company, including consideration of the external auditor’s judgment about the quality and appropriateness of the Company’s accounting policies. This review may include discussions with the external auditor without the presence of management
- Review with management and the external auditor significant related party transactions and potential conflicts of interest.
- Any arm’s length transactions will not require the Board’s approval, unless the amount of the transaction is greater than the Threshold Amount.
- Pre-approve and monitor all non-audit services to be provided to the Company by the external auditor.
- Monitor the independence of the external auditor by reviewing all relationships between the external auditor and the Company including reviewing and approving the Company’s hiring policies regarding partners, employees and former partners and employees of the Company’s current and formal external auditors.
- Establish and review the Company’s procedures for the:
a. receipt, retention and treatment of complaints regarding accounting, financial disclosure, internal controls or auditing matters; and
b. confidential, anonymous submission by employees regarding questionable accounting, auditing and financial reporting and disclosure matters. - Conduct or authorize investigations into any matters that the Committee believes is within the scope of its responsibilities. The Committee has the authority to retain independent counsel, accountants or other advisors to assist it, as it considers necessary, to carry out its duties, and to set and pay the compensation of such advisors at the expense of the Company.
- Perform such other functions and exercise such other powers as are prescribed from time to time for the audit committee of a reporting company in Parts 2 and 4 of National Instrument 52-110 of the Canadian Securities Administrators, the Business Corporations Act (British Columbia) and the articles of the Company.
3. Procedures and Administration
- The audit committee shall be composed of at least three directors. The members and the chairperson of the audit committee shall be appointed by the board of directors for a one year term and may serve any number of consecutive terms.
- The chairperson of the audit committee shall, in consultation with management and the auditors, establish the agenda for the meetings and ensure that properly prepared agenda materials are circulated to members with sufficient time for study prior to the meeting.
- The audit committee shall have the power, authority and discretion delegated to it by the board of directors which shall not include the power to change the membership of or fill vacancies in the audit committee.
- The audit committee shall conform to the regulations which may from time to time be imposed upon it by the board of directors. The board of directors shall have the power at any time to revoke or override the authority given to or acts done by the audit committee except as to acts done before such revocation or act of overriding and to terminate the appointment or change the membership of the audit committee or fill vacancies in it as it shall see fit.
- The audit committee may meet and adjourn, as they think proper. A majority of the members of the audit committee shall constitute a quorum thereof. Questions arising shall be determined by a majority of votes of the members of the audit committee present, and in the case of an equality of votes, the chairperson shall not have a second or casting vote.
- A resolution approved in writing by all of the members of the audit committee shall be valid and effective as if it had been passed at a duly called meeting. Such resolution shall be filed with the minutes of the proceedings of the audit committee and shall be effective on the date stated thereon or on the latest date stated in any counterpart.
- The audit committee shall keep regular minutes of its meetings and record all material matters and shall cause such minutes to be recorded in the books kept for that purpose and shall distribute such minutes to the board of directors.
- The audit committee shall have unrestricted and unfettered access to all Jayden’s personnel and documents and shall be provided with the resources necessary to carry out its responsibilities.
Composition of the Audit Committee
The following are the members of the audit committee:
| Andrew Cheng (Chair) | Independent(1) | Financially literate(2) |
| William Ng | Independent(1) | Financially literate(2) |
| Robert Wolfe | Independent(1) | Financially literate(2) |
(1) As defined in NI 58-101 Section 1.4
(2) As defined in NI 52-110. Section 1.6
Relevant Education and Experience
In addition to each member's general business experience, the education and experience of each audit committee member that is relevant to the performance of his/her responsibilities as a committee member is as follows:
Andrew Cheng studied accountancy at the Hong Kong Polytechnic University and was admitted as a Certified Public Accountant in Hong Kong in 1991. Mr. Cheng has over 30 years of experience in the accounting and taxation fields. Prior to establishing his own practice, Mr. Cheng worked as an assessor for the Hong Kong Island Revenue Department for 12 years. Mr. Cheng is a fellow member of each of the Association of Chartered Certified Accountants, the Taxation Institute of Hong Kong and the Hong Kong Institute of Certified Public Accountants (Practicing).
William K. Ng William Ng is the President of Spectrum Management Ltd., a prominent company providing janitorial services in Vancouver, Edmonton and overseas. Mr. Ng has been in the industry since 1978. Before running his own business, Mr. Ng worked for major janitorial companies in Calgary and Vancouver, with extensive coverage in providing cleaning consultancy to educational institutions, top grade commercial buildings, hospitals, medical centres and retail shopping malls.
Robert Wolfe is a retired professional geologist who earned a BSc. Degree in physics and geology from the University of Alberta. Prior to his retirement he was involved in numerous exploration projects for over 30 years.
Audit Committee Oversight
At no time since the commencement of the Company’s most recently completed financial year, has a recommendation of the Audit Committee to nominate or compensate an external auditor not been adopted by the Board of Directors.
Reliance on Certain Exemptions
The Company’s external auditor has not provided any material non-audit services.
Pre-Approval Policies and Procedures
The Audit Committee has adopted specific policies regarding the engagement of the external auditors appointed by the shareholders of the Company consistent with the Committee’s charter with a view to ensuring the Auditors’ independence. These pre-approval policies relate to the engagement of audit services, audit-related services and non-audit-related services