BEST PRACTICES FOR AUDIT COMMITTEE EFFECTIVENESS

Critical accounting policies, judgments and estimates
Bruce Waterman

Communications best practices
Marie-Andrée Mallette

Creating an effective audit committee charter
Elizabeth Parr-Johnston

Modern risk management identification
Bruce Waterman

Internal audit and the audit committee
Marie-Andrée Mallette

The relationship between audit committees and external auditors
Deb Craven
Tim Hill

Agenda-setting and issue prioritization
Eileen Mercier

The audit committee’s education and knowledge process
John T. Dinner

Latest legal developments
Dian Cohen

Fraud and illegal acts: Preventing management override of internal controls
Deb Craven
Tim Hill

The audit committee's role in crisis management and internal investigations
Lawrence E. Ritchie

Assessing audit committee effectiveness
Dian Cohen

As President of John T. Dinner Board Governance Service, John Dinner helps clients across all sectors achieve their organizational objectives through excellence in board governance and communications. For six years, John provided management support to the Clarica Life Insurance Company's Board of Directors, where he managed all board-related processes. Recently, he has joined the faculty of The Directors College (a McMaster University/ Conference Board of Canada initiative), had his work recognized with the National Award in Governance and been a contributor to the Joint Committee on Corporate Governance (sponsored by the TSX and Institute of Chartered Accountants).

With more than 30 years of financial and management experience, Bruce Waterman joined Agrium Inc. as Senior Vice President, Finance and Chief Financial Officer, in April of 2000. In this role, he is responsible for Corporate Relations, Information Technology, Tax, Treasury, Investor Relations and Controllers. Prior to joining Agrium, he served as Vice-President, Finance and Chief Financial Officer with Talisman Energy in Calgary.

Dr. Elizabeth Parr-Johnston is President of Parr Johnston Economic and Policy Consultants and a past president of two Canadian universities. She sits on several boards, including Emera Incorporated (Chair, Management Resources and Compensation Committee), Nova Scotia Power Incorporated, Scotiabank (Member, Audit and Conduct Review Committee, Corporate Governance and Pension Committee), the Social Research Demonstration Corporation, the Sustainable Development Technology Foundation (Canada) and the Canadian Millennium Scholarship Foundation.

Ms. Mercier's career encompasses 35 years of general management experience in the forest products, financial services, integrated oil and communication industries. From 1995 to 2003, Ms. Mercier headed her own management consulting firm, Finvoy Management Inc., specializing in financial strategy, restructuring and corporate governance issues. Prior to that time, she was Senior Vice-President and Chief Financial Officer of Abitibi-Price Inc. Ms. Mercier is a member of the board of directors of Hydro One, as well as several business and charitable associations and holds an MBA from York University and a Masters Degree from the University of Alberta. Ms. Mercier is also a member of the Board of Directors of ING Bank of Canada that reports to the banking arm of ING Group. Ms. Mercier was appointed a member of ING Canada's former Advisory board in 1999. Ms. Mercier is a member of the Audit and Risk Review Committee.

Dian Cohen is founder and president of DC Productions Limited, an economic communications consulting firm specializing in the analysis and dissemination of strategic financial, business and economic information. Dian is a political economist by training, recipient of the Order of Canada and other honours and awards for the excellence of her economic communications skills. She was National Business Editor of CTV. She is a past director of Sun Life Financial, sitting on the Audit, Risk Assessment and Governance Committees. She was involved in the successful evolution of Canadian Pacific into five stand-alone companies, including EnCana, Fairmont Hotels and Fording. She sat on CP's Audit, Compensation and Environment Committees. She chaired the Audit Committee of the International Institute for Sustainable Development and at present sits on the Boards of Norbord Inc. (Chair, Governance & Nominating Committee), Great Lakes Hydro Income Trust (Member, Audit Committee, Governance Committee), and Dorel Industries (Member, Governance Committee).

Deb Craven is Vice-President, Finance for Purolator Courier Ltd. She has worked with Purolator for 8 years and in her current role, is responsible for Accounting and Operational Finance support for the company. She is also Chair of the company's Operating Council, a group of senior management team members charged with delivering overall corporate performance targets. In her role, she is responsible for financial reporting, payroll, accounts payable, tax, treasury, operational finance support for all business areas and liaison with external auditors.

Tim Hill is the Director of Internal Audit at Purolator Courier Ltd., where he is a member of the management team and accountable for the systematic and independent evaluation of the organization's risk management, control and governance activities, while providing leadership, direction and guidance on how to improve performance and mitigate risk. He is also the primary advocate for risk management at the strategic and operational levels of the organization and is responsible for implementing an enterprise risk management function and ensuring its effective operation.

Marie-Andrée Mallette has served as Director & Chair of the Audit Committee of Farm Credit Canada (FCC) since June 16, 1995. A lawyer in the agriculture domain for 18 years, she has provided advisory services to exporting companies and agricultural operations seeking equity financing. She is active with the Chamber of Commerce, the Women for Access to Political and Economic Power and the Canadian Bar Association.

Jane E. Kinney, CA, is a partner in the Risk Consulting & Regulatory Services Group in Deloitte & Touche LLP's Toronto office and leads the Canadian practice of over 180 dedicated professionals. She is a recognized leader in Governance, Risk Management, Regulatory Compliance and Internal Audit Services, with over 20 years of internal and external auditing and industry experience, and is a leader in providing services to the financial institutions sector.

Lawrence E. Ritchie was called to the Bar of Ontario in 1989, and is a partner in Osler, Hoskin & Harcourt LLP's Litigation Department. He is also cross-appointed to the firm's Pensions and Benefits Department. His practice has included a range of corporate governance and securities, pensions and competition-related litigation before the Ontario Securities Commission, the Pension Commission of Ontario, the Competition Tribunal and in the Ontario courts. He regularly acts for corporate defendants, advising boards of directors as well as individual directors and executives, on securities regulatory matters and corporate governance matters in the context of regulatory investigations and proceedings.

Paul Lech, MBA, CFA, CIA is a Senior Manager in the Risk Consulting and Regulatory Services practice in Deloitte & Touche LLP's Toronto office. Paul specializes in providing CEO/CFO Certification, Internal Audit, Finance Function Stabilization and Internal Controls solutions to Deloitte clients. Paul has extensive experience managing internal audit engagements, executing CEO/CFO Certification readiness programs, conducting risk assessments, and performing financial and operational process improvement reviews. Paul holds the Chartered Financial Analyst and Certified Internal Auditor designations.