b) Members of the Audit Committee are independent from the external auditors.

c) The Audit Committee has written terms of reference that set out its roles and responsibilities.

d) The Audit Committee annually reviews its terms of reference and assesses its effectiveness in meeting the needs of the board of directors.

e) The external auditor reports directly to the Audit Committee, not to management.

f) The Audit Committee has an auditor independence policy or reviews and pre-approves all non-audit services to be provided to the organization or its subsidiaries by the external auditor.

The Chair of the Audit Committee has confirmed that current members of the Audit Committee are financially literate and at least one member has accounting or related financial experience. This disclosure requirement will be applied when selecting future members of the Audit Committee

Remaining items under Guideline 4 are addressed in the following two documents:

• Terms of Reference, Audit Committee
• Auditor Independence

g) The Audit Committee periodically reviews the need for an internal audit function 

h) If the organization has an internal audit function:

• i) the internal audit group reports functionally to the Audit Committee and administratively to the Chief Executive Officer;
• ii) the Audit Committee oversees the work of the internal audit group.

i) The Audit Committee meets from time to time with the external and internal auditors without management present.

j) The Audit Committee reviews any proposed changes to the position of the organization’s chief financial officer.

k) The Audit Committee has the authority to engage independent counsel and other advisors, with prior approval from the board chair.