The Audit Committee shall supervise the audit of the Corporation's financial records and will ensure the adequacy and effectiveness of its policies and procedures regarding the Corporation's financial reporting, internal accounting, financial controls, management information and risk management.

The Governance Committee shall, as permitted and in accordance with the requirements of the Canada Business Corporations Act (CBCA), the Articles and the By-laws of the Corporation and any legal or regulatory authority having jurisdiction, periodically address, on behalf of the Board of Directors, all material matters of a governance nature.

MEMBERSHIP


Following each annual meeting of shareholders of the Corporation, the Board shall elect from its members, not less than three Directors to serve on the Audit Committee. The members and the Chair of the Committee are nominated and elected by the Board. The Board shall elect from its members, not less than two Directors/Officers to serve on the Governance Committee. The members and the Chair of the Committee are nominated and elected by the Board.

Each Audit and Governance Committee member must be:


  • A Director of the Corporation;
  • Independent; and
  • Financially literate.


Any member may be removed or replaced at any time by the Board and shall cease to be a member upon ceasing to be a Director of the Corporation. Each member shall hold office until the member resigns or is replaced, whichever first occurs.

The Board will appoint a member as Chair of the Committees on an annual basis.

The Corporate Secretary shall be Secretary to the Committee unless the Committee directs otherwise.

MEETINGS


The Committees shall convene no less than four times per year at such times and places designated by its Chair or whenever a meeting is requested by a member, the Board, or an officer of the Corporation. A minimum of 24 hours notice of each meeting shall be given to each member. The Corporate Secretary and members of management shall attend whenever requested to do so by a member.

A meeting of the Committees shall be duly convened if all members are present, or a majority of the members are present. Where the members consent, and proper notice has been given or waived, members of the Committees may participate in a meeting of the Committee by means of such telephonic, electronic or other communication facilities as permit by all persons participating in the meeting to communicate adequately with each other, and a member participating in such a meeting by any such means is deemed to be present at that meeting.

In the absence of the Chair of the Committee, the members may choose one of the members to be the Chair of the meeting.

Minutes shall be kept of all meetings of both Committees by the Corporate Secretary or designate of the Corporate Secretary.

DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE


The Committee shall, as permitted by and in accordance with the requirements of the CBCA, the Articles and By-Laws of the Corporation and any legal or regulatory authority having jurisdiction, periodically assess the adequacy of procedures for the public disclosure of financial information and review on behalf of the Board and report to the Board the results of its review and its recommendation regarding all material matters of a financial reporting and audit nature, including, but not limited to the following main subject areas:


  1. Financial Statements, including Management’s Discussion and Analysis
  2. Reports to shareholders and others;
  3. Annual and interim press releases regarding financial results;
  4. Internal controls;
  5. Audits and reviews of financial statements of the Corporation and its subsidiaries;
  6. Filings to securities regulators;
  7. Review and approval of issuer’s hiring policies re: current and former partners and employees of the external auditor;
  8. Pre-approve non-audit work undertaken by the external audit firm.


The Committee shall ensure satisfactory procedures for receipt, retention and resolution of complaints and for the confidential, anonymous submission by employees regarding any accounting, internal accounting controls or auditing matters.

The full Board will be kept informed of the Committee's activities by a report at each regular meeting of the Board.

The Committee will review the relevance and adequacy of this mandate on at least an annual basis and will provide recommendations to the Board.

DUTIES AND RESPONSIBILITIES OF THE GOVERNANCE COMMITTEE


The Committee shall, as permitted and in accordance with the requirements of the CBCA, the Articles and the By-laws of the Corporation and any legal or regulatory authority having jurisdiction, periodically address, on behalf of the Board of

Directors, all material matters of a governance nature, including, but not limited to, the following main subject areas:


  • Review, approve or make recommendations to the Board of Directors in respect of guidelines, policies, procedures and practices relating to matters of corporate governance including, but not limited to:
  • The appropriate size of the Board of Directors and practices for measuring performance of the Board of Directors, its Committees and individual Directors;
  • The indemnification by the Corporation or its subsidiaries and affiliates, pursuant to their By-laws or pursuant to contract, of any Director or officer of the Corporation, its subsidiaries or affiliates;
  • The amount and terms of any insurance to be obtained or maintained with respect to potential liabilities incurred by Directors or officers in the discharge of their duties and responsibilities (the Committee will recommend to the Board for consideration as part of the Corporation’s overall risk management);
  • The appropriate resolution of any conflict of interest between or among an officer, Director or shareholder, which is properly directed to the Committee by the Chair of the Board of Directors, a Director, a shareholder, the Board of Directors, the internal auditors, the external auditors, or an officer of the Corporation;
  • The appropriate practices for determining and establishing compensation of Directors for their duties and activities;
  • The description of Directors’ duties or services, including the division of duties between and among the
  • Chair of the Board of Directors, the Directors, the President and Chief Executive Officer and Management; and
  • The content of and compliance with the Code of Conduct.
  • After consultation with the Chair of the Board of Directors and the President and Chief Executive Officer, identify, evaluate and if appropriate, recommend:
  • For approval by the Board of Directors, the appropriate Committee to be established, including the mandate, duties, responsibilities and terms of reference of each Committee, and those Directors recommended for election to serve on each Committee, including the Chair of each Committee;
  • For election by the Board of Directors, any person or persons to fill vacancies arising from an increase in the size of the Board of Directors within the maximum permitted by the Articles or By-laws, or arising from the death, disability or retirement of a Director;
  • For approval by the Board of Directors those persons to be proposed for election as Directors at a meeting of the shareholders;
  • Orientation and development programs and materials for Directors;
  • Those circumstances which warrant a request by a Board of Directors for the retirement of a Director or which should act to disqualify a Director from reelection (including, but not limited to, the level of attendance at, or participation in, meetings of the Board of Directors or a Committee thereof, or a change in the affiliation or employment of a Director); and
  • Those circumstances which shall entitle a Committee, a Director, or any group of Directors, to engage, at the expense of the Corporation, any legal, financial, accounting or other services to assist a Committee, a Director, or such group of Directors in the discharge of their duties as Directors.


Require and review management’s periodic status and assessment reports, not less than annually, with respect to compliance by the Corporation with corporate governance policies and with respect to applicable legislative, regulatory and stock exchange standards regarding matters of corporate governance;

Recommend for approval by the Board of Directors and, where appropriate, its subsidiaries and affiliates, the descriptions contained in the required public disclosure documents concerning the governance standards of the Corporation in respect of compliance with applicable legislative, regulatory and stock exchange requirements or standards;

Retain independent advice, as deemed necessary by the Committee;

Meet separately with senior management, or independent advisors in respect of governance matters; and

Consider any other matter properly referred to the Committee by the Chair of the Board of Directors, a Director, the President and Chief Executive Officer or a member of the Management of the Corporation for review, recommendation or decision.

EXTERNAL AUDITOR


The Audit and Governance Committees shall recommend the appointment of the external auditor annually. Once appointed by the shareholders, the external auditor shall report directly to both the Audit and Governance Committees.

The Audit and Governance Committees shall pre-approve all nonaudit services provided by the external auditor, and shall have direct responsibility 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, including the resolution of disagreements between the external auditor and management.

RELATIONS WITH MANAGEMENT


The Committees will ensure that they coordinate their activities with the Chief Financial Officer on audit and financial matters and will:

  • Meet regularly with Management to discuss areas of concern;
  • Review and assess the quality of the executives involved in financial reporting process;
  • Ensure Management provides adequate funding to the Committees so that they may independently engage and remunerate the Auditor and any advisors.


The integrated risk policy (henceforth the Policy) is a high level document outlining Tanager’s approach and strategy towards Integrated Risk Management (henceforth IRM). A Risk Management Policy must be able to ‘stand the test of time’ and be robust enough to withstand scrutiny from regulatory and/or legislative bodies, as such the Policy is broad in scope. In addition to this Policy, risk management also includes the risk methodology, risk profiles and related actions that will, by nature, change over time to reflect organizational changes and changes in risk profiles. The Policy and related risks and action plans will be applied to all operational aspects of the organization and will consider external strategic risks arising from our external operating environment as well as other internal operational risks. Although Tanager Resources Inc. is not able to control external factors such as government priorities they will be considered and addressed as much as possible.

PURPOSE


This document sets out the organizations risk policy and includes:


  • Policy objectives
  • Definitions
  • Components
  • Responsibilities
  • Assurance


POLICY OBJECTIVE


The key objective of the Policy is to provide management with a framework to assist in dealing with the risk inherent in achieving the organizations objectives. IRM will help Tanager allocate resources to areas of highest risk and promote a more innovative and less risk adverse culture. In addition, the Policy provides a sound basis for IRM and internal control as components of good corporate governance.

DEFINITIONS


The Policy should be formed around a common understanding of risk management. Accordingly the existence of a common language is a key precursor to the understanding and success of risk management. Definitions of key terms used in the Policy can be found in Appendix 1.

IRM COMPONENTS


The components contained in this policy will be applied at both corporate and operational levels within the organization. The following components are key to the successful implementation of IRM.

INTERNAL ENVIRONMENT


The internal environment is the foundation for all other components of IRM. It influences the design and use of control activities, how strategy and objectives are established and the design and structure of activities used for reporting, communication and monitoring. In addition the internal environment influences:


  • Risk culture;
  • Integrity and ethical values;
  • Management philosophy and operating style;
  • Organizational structure;
  • Assignment of authority and responsibility; and
  • Human resources policies and procedures.


The board of directors is an important aspect of the internal environment. A board that is actively engaged, committed and qualified is able to raise and pursue difficult issues with management in a confident manner.

Objective Setting


Prior to identifying the risks facing the organization, there must first be objectives against which management can identify possible events (risks) facing their achievement. All risk management activity will be aligned to corporate objectives and organizational priorities.

This process begins with Tanager’s mission. From the mission statement, strategic objectives are set which state, at a high level, what Tanager will do to achieve its mission. From these strategies, specific and more detailed objectives are developed. Management’s chosen objectives should be aligned with the risk tolerance (appetite) approved by the board.

Event Identification

Tanager’s management must identify risks or events that have a potential to undermine the achievement of stated objectives. Tanager’s risk management will be proactive and reasoned.

Management will consider a broad range of potential events affecting the achievement of objectives consisting of both internal and external events. Event identification will be supported by quantitative and qualitative techniques and event interdependencies will be considered. For example

Quantitative techniques may be used if systems support the tracking of historical loss events that may produce projections of future loss events and attempt to measure them. Qualitative techniques may be based upon internal staff perceptions or facilitated workshops and interviews. The interdependency of events refers to how the occurrence of one event may trigger another or two events may happen concurrently. Management’s knowledge of the interrelation between certain events may assist in determining where risk management efforts are best directed.





Tanager Audit Committee & Governance Committees Charter Constitution


The Board of Directors of Tanager has established two Committees. One the Audit Committee and the other being the Governance Committee. Each to serve independently unless otherwise stated as the Audit Committee and Governance Committee of the Corporation. Each Committee shall be in compliance with the guidelines for corporate governance of any regulatory or legal authority having jurisdiction over the Corporation.

Committees Charter Constitution