Audit Committee Management

Audit committee role and responsibilities
James L. Goodfellow

Risk management
James L. Goodfellow

Risk management process: Sears Canada
Monique J. Deguire

Internal control and CEO/CFO certification
James L. Goodfellow

CEO/CFO certification and reporting on control
Derek Baillieul

Audit committee members
James L. Goodfellow

Audit committee effectiveness
Jacques Lévesque

Mr. Goodfellow has served as the Lead Client Service Partner for some of the firm's largest clients such as Nortel Networks, Chrysler Canada Ltd. and currently Canadian Tire Corporation, Limited. He currently serves as an Advisory Partner on clients like the Greater Toronto Airport Authority and Mitel Networks.

Mr. Goodfellow directs the firm's client support service and support activities related to corporate governance as part of an international network in Deloitte Touche Tohmatsu, which helps the firm monitor developments in corporate governance in various countries around the world and assesses their impact on the firm's national and multinational clients.

Mr. Goodfellow served as the research director for the Joint Committee on Corporate Governance chaired by Guylaine Saucier that was established by the Toronto Stock Exchange, the Canadian Institute of Chartered Accountants and the Canadian Venture Exchange. The final report of this committee was released last November.

Mr. Goodfellow has co-ordinated the judging of corporate governance disclosures made by public companies for the Canadian Institute of Chartered Accountants (CICA) and the Financial Post's Annual Report Awards Contest for the past five years.

Mr. Goodfellow is a past chairman of the Canadian Institute of Chartered Accountant's (CICA) Accounting Standards Board, which is the committee charged with the responsibility of developing accounting standards for Canadian companies.

He currently chairs the Canadian Performance Reporting Board (CPRI) which is conducting research in measuring and reporting organizational performance beyond the traditional financial statements. The Board's major project is developing a conceptual framework and supporting guidance for the Management Discussion and Analysis (MD&A), and it has released an exposure draft for public comment.

Mr. Goodfellow is a member of the Board of Directors of the Canadian Institute of Corporate Directors, and has presented educational programs and sessions for the Institute on audit committees.

Mr. Goodfellow is a Chartered Accountant, and member of the Ontario Institute of Chartered Accountants. He has a BSc degree from Dalhousie University and was made a Fellow of the Ontario Institute of Chartered Accountants in 1986 for distinguished service to the profession.

A member of the Order of Chartered Accountants of Quebec and a Fellow of the Institute of Chartered Accountants in England and Wales, Derek Baillieul has held various internal auditing posts in Canada, the United States and the United Kingdom since joining Alcan in 1981 from Coopers and Lybrand. He has recently been very involved in the design of Alcan's processes for compliance with the Sarbanes-Oxley legislation and its related regulations.

Ms. Deguire is a member of the Institute of Internal Auditors and has served as President of the Toronto Chapter of the IIA for the 2000-2001 and 2001-2002 terms. Ms. Deguire is presently on the Executive and Board of Governors for the Toronto Chapter of the Institute of Internal Auditors, is currently serving a 3-year term as a member of the IIA International Seminars committee and is also a certified instructor of IIA seminars.

Ms. Deguire is also a member of the Institute of Chartered Accountants of Ontario and the Illinois Society of CPA's. She graduated from the Universities of Concordia and McGill with a Bachelor of Commerce degree in Accounting and a Diploma of Public Accountancy.

Richard graduated and obtained his CA in England where he worked for a major CA firm. He came to Canada and later joined the BDC. Commencing in Audit, he then worked extensively in the Controller's Department before becoming the Corporate Controller, a position he held for six years. He then moved to Audit and Inspection as the chief auditor and has overseen this group for several years whilst undertaking corporate projects.

More recently, Richard is working on enhancing risk management at BDC through the introduction of an integrated approach to the management of business risks and on developing a "culture of ethics".

Mr. Lévesque brings over 23 years of senior management experience and expertise for the benefit of clients in his consulting practice. This experience includes having been the President & CEO of Northern Telephone Limited, Entourage Technology Solutions and Genesis Telecom (Venezuela).

He has also been actively involved in his community and has held various directorships on private and not-for-profit boards. His board experience includes being Chair and CEO of NorTel Mobility Limited, Chair of Horizon Connexions and Chair of the Governing Board of Chambly County High School. Other directorships included: Entourage Technology Solutions, Camara de Comercio Canadiense Venezolana, College Edouard Montpetit, United Way and the Canadian Institute for International Affairs.

Mr. Lévesque is highly adept at leading Boards in corporate governance reviews and improvement, strategy development and change implementation. He is also extremely effective in mentoring and coaching high potential individuals. Because he has succeeded in a variety of challenging executive positions, he brings extensive practical knowledge and wisdom to his coaching practice.

He is a lecturer in Corporate Governance programs certified by York University's Schulich School of Business and a frequent guest speaker. He most recently spoke to the National Association of Agri-Food Supervisory Agencies (NAASA), the Hepatitis C Society, the Canadian Society for Club Managers and Financial Executives International.

Mr. Lévesque holds undergraduate degrees in biology and civil engineering from the University of Ottawa and an MBA from York University. He is currently enrolled in courses leading to accreditation as a Certified Corporate Coach. He is fluent in French and English and has a working knowledge of Spanish. Mr. Levesque enjoys reading, golf, skiing and playing jazz guitar in his spare time.

Previous to joining the Internal Audit Division in 1999, she worked at the CICA beginning with the Assurance Standards Board developing standards and guidelines for the chartered accounting profession. Later she worked with CICA's Criteria of Control Board developing guidance on assessing and reporting on control, risk and governance.

Founded in 1817, The Bank of Montreal is Canada's first bank and one of the largest financial institutions in North America, offering clients a broad range of financial services in Canada and the United States. With average assets of $246 billion, and more than 33,000 employees, the Bank has diversified activities concentrated in retail banking, wealth management, and corporate and investment banking.