Part 1
Definitions and Application

Definitions

1.1         In this Instrument,

"accounting principles" has the meaning ascribed to it in National Instrument 52-107 Acceptable Accounting Principles and Auditing Standards;

"AIF" has the meaning ascribed to it in NI 51-102;

"asset-backed security" has the meaning ascribed to it in NI 51-102;

"audit committee" means a committee (or an equivalent body) established by and among the board of directors of an issuer for the purpose of overseeing the accounting and financial reporting processes of the issuer and audits of the financial statements of the issuer, and, if no such committee exists, the entire board of directors of the issuer;

"audit services" means the professional services rendered by the issuer's external auditor for the audit and review of the issuer's financial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements;

"credit support issuer" has the meaning ascribed to it in section 13.4 of NI 51-102;

"designated foreign issuer" has the meaning ascribed to it in National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers;

"exchangeable security issuer" has the meaning ascribed to it in section 13.3 of NI 51-102;

"executive officer" of an entity means an individual who is:

1. 1. a chair of the entity;
   2. a vice-chair of the entity;
   3. the president of the entity;
   4. a vice-president of the entity in charge of a principal business unit, division or function including sales, finance or production;
   5. an officer of the entity or any of its subsidiary entities who performs a policy-making function in respect of the entity; or
   6. any other individual who performs a policy-making function in respect of the entity;

"foreign private issuer" means an issuer that is a foreign private issuer within the meaning of Rule 405 under the 1934 Act;

"immediate family member" means an individual's spouse, parent, child, sibling, mother or father-in-law, son or daughter-in-law, brother or sister-in-law, and anyone (other than an employee of either the individual or the individual's immediate family member) who shares the individual's home;

"marketplace" has the meaning ascribed to it in National Instrument 21-101 Marketplace Operation;

"MD&A" has the meaning ascribed to it in NI 51-102;

"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations;

"non-audit services" means services other than audit services;

"SEC foreign issuer" has the meaning ascribed to it in National Instrument 71-102 Continuous Disclosure and Other Exemptions Relating to Foreign Issuers;

"U.S. marketplace" means an exchange registered as a 'national securities exchange' under section 6 of the 1934 Act, or the Nasdaq Stock Market;

"venture issuer" means an issuer that, at the end of its most recently completed financial year, did not have any of its securities listed or quoted on any of the Toronto Stock Exchange, Aequitas NEO Exchange Inc., a U.S. marketplace, or a marketplace outside of Canada and the United States of America other than the Alternative Investment Market of the London Stock Exchange or PLUS markets operated by PLUS Markets Group plc.

Application

1.2         This Instrument applies to all reporting issuers other than:

1. 1. investment funds;
   2. issuers of asset-backed securities;
   3. designated foreign issuers;
   4. SEC foreign issuers;
   5. issuers that are subsidiary entities, if
      1. the subsidiary entity does not have equity securities (other than non-convertible, non-participating preferred securities) trading on a marketplace, and
      2. the parent of the subsidiary entity is
         1. subject to the requirements of this Instrument, or
         2. an issuer that (1) has securities listed or quoted on a U.S. marketplace, and (2) is in compliance with the requirements of that U.S. marketplace applicable to issuers, other than foreign private issuers, regarding the role and composition of audit committees;
   6. exchangeable security issuers, if the exchangeable security issuer qualifies for the relief contemplated by, and is in compliance with the requirements and conditions set out in, section 13.3 of NI 51-102; and
   7. credit support issuers, if the credit support issuer qualifies for the relief contemplated by, and is in compliance with the requirements and conditions set out in, section 13.4 of NI 51-102.

Meaning of Affiliated Entity, Subsidiary Entity and Control

1.3 (1)    For the purposes of this Instrument, a person or company is considered to be an affiliated entity of another person or company if

1. 1. one of them controls or is controlled by the other or if both persons or companies are controlled by the same person or company, or
   2. the person is an individual who is
      1. both a director and an employee of an affiliated entity, or
      2. an executive officer, general partner or managing member of an affiliated entity.

(2)          For the purposes of this Instrument, a person or company is considered to be a subsidiary entity of another person or company if

1. 1. it is controlled by,
      1. that other, or
      2. that other and one or more persons or companies each of which is controlled by that other, or
      3. two or more persons or companies, each of which is controlled by that other; or
   2. it is a subsidiary entity of a person or company that is the other's subsidiary entity.

(3)          For the purpose of this Instrument, "control" means the direct or indirect power to direct or cause the direction of the management and policies of a person or company, whether through ownership of voting securities or otherwise.

(4)          Despite subsection (1), an individual will not be considered to control an issuer for the purposes of this Instrument if the individual:

1. 1. owns, directly or indirectly, ten per cent or less of any class of voting securities of the issuer; and
   2. is not an executive officer of the issuer.

Meaning of Independence

1.4 (1)    An audit committee member is independent if he or she has no direct or indirect material relationship with the issuer.

(2)          For the purposes of subsection (1), a "material relationship" is a relationship which could, in the view of the issuer's board of directors, be reasonably expected to interfere with the exercise of a member's independent judgement.

(3)          Despite subsection (2), the following individuals are considered to have a material relationship with an issuer:

1. 1. an individual who is, or has been within the last three years, an employee or executive officer of the issuer;
   2. an individual whose immediate family member is, or has been within the last three years, an executive officer of the issuer;
   3. an individual who:
      1. is a partner of a firm that is the issuer's internal or external auditor,
      2. is an employee of that firm, or
      3. was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;
   4. an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:
      1. is a partner of a firm that is the issuer's internal or external auditor,
      2. is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or
      3. was within the last three years a partner or employee of that firm and personally worked on the issuer's audit within that time;
   5. an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the issuer's current executive officers serves or served at that same time on the entity's compensation committee; and
   6. an individual who received, or whose immediate family member who is employed as an executive officer of the issuer received, more than $75,000 in direct compensation from the issuer during any 12 month period within the last three years.

(4)          Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because

1. 1. he or she had a relationship identified in subsection (3) if that relationship ended before March 30, 2004; or
   2. he or she had a relationship identified in subsection (3) by virtue of subsection (8) if that relationship ended before June 30, 2005.

(5)          For the purposes of clauses (3)(c) and (3)(d), a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service.

(6)          For the purposes of clause (3)(f), direct compensation does not include:

1. 1. remuneration for acting as a member of the board of directors or of any board committee of the issuer, and
   2. the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.

(7)          Despite subsection (3), an individual will not be considered to have a material relationship with the issuer solely because the individual or his or her immediate family member

1. 1. has previously acted as an interim chief executive officer of the issuer, or
   2. acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the issuer on a part-time basis.

(8)          For the purpose of section 1.4, an issuer includes a subsidiary entity of the issuer and a parent of the issuer.

Additional Independence Requirements

1.5 (1)    Despite any determination made under section 1.4, an individual who

1. 1. accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the issuer or any subsidiary entity of the issuer, other than as remuneration for acting in his or her capacity as a member of the board of directors or any board committee, or as a part-time chair or vice-chair of the board or any board committee; or
   2. is an affiliated entity of the issuer or any of its subsidiary entities,

is considered to have a material relationship with the issuer.

(2)          For the purposes of subsection (1), the indirect acceptance by an individual of any consulting, advisory or other compensatory fee includes acceptance of a fee by

1. 1. an individual's spouse, minor child or stepchild, or a child or stepchild who shares the individual's home; or
   2. an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal, investment banking or financial advisory services to the issuer or any subsidiary entity of the issuer.

(3)          For the purposes of subsection (1), compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the issuer if the compensation is not contingent in any way on continued service.

Meaning of Financial Literacy

1.6         For the purposes of this Instrument, an individual is financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the issuer's financial statements.

Part 2
Audit Committee Responsibilities

Audit Committee

2.1         Every issuer must have an audit committee that complies with the requirements of the Instrument.

Relationship with External Auditors

2.2         Every issuer must require its external auditor to report directly to the audit committee.

Audit Committee Responsibilities

2.3 (1)    An audit committee must have a written charter that sets out its mandate and responsibilities.

(2)          An audit committee must recommend to the board of directors:

1. 1. the external auditor to be nominated for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the issuer; and
   2. the compensation of the external auditor.

(3)          An audit committee must be directly responsible for overseeing the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the issuer, including the resolution of disagreements between management and the external auditor regarding financial reporting.

(4)          An audit committee must pre-approve all non-audit services to be provided to the issuer or its subsidiary entities by the issuer's external auditor.

(5)          An audit committee must review the issuer's financial statements, MD&A and annual and interim profit or loss press releases before the issuer publicly discloses this information.

(6)          An audit committee must be satisfied that adequate procedures are in place for the review of the issuer's public disclosure of financial information extracted or derived from the issuer's financial statements, other than the public disclosure referred to in subsection (5), and must periodically assess the adequacy of those procedures.

(7)          An audit committee must establish procedures for:

1. 1. the receipt, retention and treatment of complaints received by the issuer regarding accounting, internal accounting controls, or auditing matters; and
   2. the confidential, anonymous submission by employees of the issuer of concerns regarding questionable accounting or auditing matters.

(8)        An audit committee must review and approve the issuer's hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the issuer.

De Minimis Non-Audit Services

2.4         An audit committee satisfies the pre-approval requirement in subsection 2.3(4) if:

1. 1. the aggregate amount of all the non-audit services that were not pre-approved is reasonably expected to constitute no more than five per cent of the total amount of fees paid by the issuer and its subsidiary entities to the issuer's external auditor during the fiscal year in which the services are provided;
   2. the issuer or the subsidiary entity of the issuer, as the case may be, did not recognize the services as non-audit services at the time of the engagement; and
   3. the services are promptly brought to the attention of the audit committee of the issuer and approved, prior to the completion of the audit, by the audit committee or by one or more of its members to whom authority to grant such approvals has been delegated by the audit committee.

Delegation of Pre-Approval Function

2.5 (1)    An audit committee may delegate to one or more independent members the authority to pre-approve non-audit services in satisfaction of the requirement in subsection 2.3(4).

(2)          The pre-approval of non-audit services by any member to whom authority has been delegated pursuant to subsection (1) must be presented to the audit committee at its first scheduled meeting following such pre-approval.

Pre-Approval Policies and Procedures

2.6         An audit committee satisfies the pre-approval requirement in subsection 2.3(4) if it adopts specific policies and procedures for the engagement of the non-audit services, if:

1. 1. the pre-approval policies and procedures are detailed as to the particular service;
   2. the audit committee is informed of each non-audit service; and
   3. the procedures do not include delegation of the audit committee's responsibilities to management.

Part 3
Composition of the Audit Committee

Composition

3.1 (1)    An audit committee must be composed of a minimum of three members.

(2)          Every audit committee member must be a director of the issuer.

(3)          Subject to sections 3.2, 3.3, 3.4, 3.5 and 3.6, every audit committee member must be independent.

(4)          Subject to sections 3.5 and 3.8, every audit committee member must be financially literate.

Initial Public Offerings

3.2 (1)    Subject to section 3.9, if an issuer has filed a prospectus to qualify the distribution of securities that constitutes its initial public offering, subsection 3.1(3) does not apply for a period of up to 90 days commencing on the date of the receipt for the prospectus, provided that one member of the audit committee is independent.

(2)          Subject to section 3.9, if an issuer has filed a prospectus to qualify the distribution of securities that constitutes its initial public offering, subsection 3.1(3) does not apply for a period of up to one year commencing on the date of the receipt for the prospectus, provided that a majority of the audit committee members are independent.

Controlled Companies

3.3 (1)    An audit committee member that sits on the board of directors of an affiliated entity is exempt from the requirement in subsection 3.1(3) if the member, except for being a director (or member of a board committee) of the issuer and the affiliated entity, is otherwise independent of the issuer and the affiliated entity.

(2)          Subject to section 3.7, an audit committee member is exempt from the requirement in subsection 3.1(3) if:

1. 1. the member would be independent of the issuer but for the relationship described in paragraph 1.5(1)(b) or as a result of subsection 1.4(8);
   2. the member is not an executive officer, general partner or managing member of a person or company that
      1. is an affiliated entity of the issuer, and
      2. has its securities trading on a marketplace;
   3. the member is not an immediate family member of an executive officer, general partner or managing member referred to in paragraph (b), above;
   4. the member does not act as the chair of the audit committee; and
   5. the board determines in its reasonable judgement that
      1. the member is able to exercise the impartial judgement necessary for the member to fulfill his or her responsibilities as an audit committee member, and
      2. the appointment of the member is required by the best interests of the issuer and its shareholders.

Events Outside Control of Member

3.4         Subject to section 3.9, if an audit committee member ceases to be independent for reasons outside the member's reasonable control, the member is exempt from the requirement in subsection 3.1(3) for a period ending on the later of:

1. 1. the next annual meeting of the issuer, and
   2. the date that is six months from the occurrence of the event which caused the member to not be independent.

Death, Disability or Resignation of Member

3.5         Subject to section 3.9, if the death, disability or resignation of an audit committee member has resulted in a vacancy on the audit committee that the board of directors is required to fill, an audit committee member appointed to fill such vacancy is exempt from the requirements in subsections 3.1(3) and (4) for a period ending on the later of:

1. 1. the next annual meeting of the issuer, and
   2. the date that is six months from the day the vacancy was created.

Temporary Exemption for Limited and Exceptional Circumstances

3.6         Subject to section 3.7, an audit committee member is exempt from the requirement in subsection 3.1(3) if:

1. 1. the member is not an individual described in subsection 1.5(1);
   2. the member is not an employee or officer of the issuer, or an immediate family member of an employee or officer of the issuer;
   3. the board, under exceptional and limited circumstances, determines in its reasonable judgement that
      1. the member is able to exercise the impartial judgement necessary for the member to fulfill his or her responsibilities as an audit committee member, and
      2. the appointment of the member is required by the best interests of the issuer and its shareholders;
   4. the member does not act as chair of the audit committee; and
   5. the member does not rely upon this exemption for a period of more than two years.

Majority Independent

3.7         The exemptions in subsection 3.3(2) and section 3.6 are not available to a member unless a majority of the audit committee members would be independent.

Acquisition of Financial Literacy

3.8         Subject to section 3.9, an audit committee member who is not financially literate may be appointed to the audit committee provided that the member becomes financially literate within a reasonable period of time following his or her appointment.

Restriction on Use of Certain Exemptions

3.9         The exemptions in sections 3.2, 3.4, 3.5 and 3.8 are not available to a member unless the issuer's board of directors has determined that the reliance on the exemption will not materially adversely affect the ability of the audit committee to act independently and to satisfy the other requirements of this Instrument.

Part 4
Authority of the Audit Committee

Authority

4.1         An audit committee must have the authority

1. 1. to engage independent counsel and other advisors as it determines necessary to carry out its duties,
   2. to set and pay the compensation for any advisors employed by the audit committee, and
   3. to communicate directly with the internal and external auditors.

Part 5
Reporting Obligations

Required Disclosure

5.1         Every issuer must include in its AIF the disclosure required by Form 52-110F1.

Management Information Circular

5.2         If management of an issuer solicits proxies from the security holders of the issuer for the purpose of electing directors to the issuer's board of directors, the issuer must include in its management information circular a cross-reference to the sections in the issuer's AIF that contain the information required by section 5.1.

Part 6
Venture Issuers

Venture Issuers

6.1         Venture issuers are exempt from the requirements of Parts 3 (Composition of the Audit Committee) and 5 (Reporting Obligations).

Composition of Audit Committee

6.1.1. (1)              An audit committee of a venture issuer must be composed of a minimum of three members.

(2)          Every member of an audit committee of a venture issuer must be a director of the issuer.

(3)          Subject to subsections (4), (5) and (6), a majority of the members of an audit committee of a venture issuer must not be executive officers, employees or control persons of the venture issuer or of an affiliate of the venture issuer.

(4)          If a circumstance arises that affects the business or operations of the venture issuer, and a reasonable person would conclude that the circumstance can be best addressed by a member of the audit committee becoming an executive officer or employee of the venture issuer, subsection (3) does not apply to the audit committee in respect of the member until the later of:

1. 1. the next annual meeting of the venture issuer;
   2. the date that is six months after the date on which the circumstance arose.

(5)          If an audit committee member becomes a control person of the venture issuer or of an affiliate of the venture issuer for reasons outside the member’s reasonable control, subsection (3) does not apply to the audit committee in respect of that member until the later of:

1. 1. the next annual meeting of the venture issuer;
   2. the date that is six months after the event which caused the member to become a control person.

(6)          If a vacancy on the audit committee arises as a result of the death, incapacity or resignation of an audit committee member and the board of directors is required to fill the vacancy, subsection (3) does not apply to the audit committee, in respect of the member appointed to fill the vacancy, until the later of:

1. 1. the next annual meeting of the venture issuer;
   2. the date that is six months from the day the vacancy was created.

(7)          This section applies to a venture issuer in respect of a financial year beginning on or after January 1, 2016.

Required Disclosure

6.2 (1)    Subject to subsection (2), if management of a venture issuer solicits proxies from the security holders of the venture issuer for the purpose of electing directors to its board of directors, the venture issuer must include in its management information circular the disclosure required by Form 52-110F2.

(2)          A venture issuer that is not required to send a management information circular to its security holders must provide the disclosure required by Form 52-110F2 in its AIF or annual MD&A.

Part 7
U.S. Listed issuers

U.S. Listed Issuers

7.1         An issuer that has securities listed or quoted on a U.S. marketplace is exempt from the requirements of Parts 2 (Audit Committee Responsibilities), 3 (Composition of the Audit Committee), 4 (Authority of the Audit Committee), and 5 (Reporting Obligations), if:

1. 1. the issuer is in compliance with the requirements of that U.S. marketplace applicable to issuers, other than foreign private issuers, regarding the role and composition of audit committees; and
   2. if the issuer is incorporated, continued or otherwise organized in a jurisdiction in Canada, the issuer includes in its AIF the disclosure (if any) required by paragraph 7 of Form 52-110F1.

Part 8
Exemptions

Exemptions

8.1 (1)    The securities regulatory authority or regulator may grant an exemption from this rule, in whole or in part, subject to such conditions or restrictions as may be imposed in the exemption.

(2)          Despite subsection (1), in Ontario, only the regulator may grant such an exemption.

Part 9
Effective Date