Audit, Finance & Risk Committee

The Finance, Audit & Risk Committee is responsible for overseeing the financial reporting, internal controls, risk management, and audit functions of Plannera, as well as reviewing and recommending the annual budget and financial plan to the Corporate Board.

Abridged Terms of Reference

1. Introduction and Purpose

This terms of reference provides a summary and overview of the purpose, responsibilities, membership and operating procedures of the Audit, Finance and Risk Committee (AFRC) established by the Board of Directors (Board) of Plannera Pensions & Benefits (Plannera). It is not intended to be a comprehensive recitation of the AFRC Terms of Reference. In the event of a conflict between this abridged version and the AFRC Terms of Reference, the AFRC Terms of Reference will prevail.

2. Purpose of the AFRC

The purpose of the AFRC is to review the adequacy and effectiveness of the activities delegated to it, and to assist the Board in fulfilling its oversight responsibilities by:

a) reviewing the integrity of Plannera’s financial reporting and disclosure processes;

b) reviewing the systems of internal controls approved by management and the Board;

c) reviewing all audit processes;

d) monitoring the robustness of the risk management program; and

e) monitoring compliance with financial laws, regulations and policies that may apply to Plannera.

3. Duties and Responsibilities

Subject to the powers and authority of the Board, the AFRC shall be responsible for carrying out the duties described in this summary, and as may be delegated by the Board, including, but not limited to:

A. Financial Statements and Other Financial Information

I. Scope of Authority

The AFRC will review and recommend for Board approval financial information that will be made publicly available. The Board further delegates to the AFRC the authority to investigate and recommend to the Board the resolution of any issues referred by the Governance Committee, arising from complaints under the Plannera Board Code of Conduct or the Plannera Employee Code of Conduct, that may relate to a breakdown of financial disclosure controls or internal controls applicable to financial reporting. The AFRC may delegate the investigation and resolution of the complaint to the Chief Financial Officer (CFO).

II. Accounting Practices

The Board has delegated to the AFRC the authority to approve changes in the financial and accounting policies and practices employed by Plannera.

B. Risk Management

The AFRC supports the Board’s oversight in areas relating to risk management. Such risks include, but are not limited to, material financial risks and risks relating to financial controls and/or financial reporting.

C. Internal Controls and Information Systems

The AFRC will obtain reasonable assurance that the internal controls and information systems implemented by and for Plannera are operating effectively to produce accurate, appropriate and timely management and financial information. On at least an annual basis, Plannera management will provide status reports addressing internal controls and/or management information system issues that may be identified. The AFRC will annually review and assess any strategic planning initiatives proposed in relation to information technology. 

D. Internal Audit

The AFRC oversees the internal audit functions of Plannera, as well as the internal audit relationship with the external auditor and with Plannera management.

E. External Audit

I. Audit Services

The external auditor is responsible to the AFRC and to the Board.

a) Relationship Management: The AFRC will review the planning and results prepared by the external auditor, in relation to audit or other annual assurance activities, and the ongoing relationship of Plannera with the external auditor. 

b) Reporting to the Board: The AFRC will review and advise the Board with respect to the plan, conduct and reporting of the annual external audit.

II. Non-audit Services

The AFRC will review and may approve any proposed non-audit services proposed by the external auditors, or subcontractors recommended by the external auditors, engaged as part of the auditing services provided, that are potentially incompatible with the independence and objectivity of the external auditor.

F. Other

In carrying out its responsibilities in assisting the Board with its oversight duties, the AFRC has such other authority as has been delegated to it by the Board.

4. AFRC Membership

The AFRC shall be composed of no fewer than three (3) Board directors appointed in accordance with Section 8 of the Board Governance Manual. All members of the AFRC must demonstrate reasonable financial literacy, and shall be independent of Plannera management.

At least one (1) AFRC member is required to have accounting or financial management expertise.

5. AFRC Meetings

The AFRC shall meet at least quarterly in each fiscal year, with additional meetings called at the discretion of the AFRC Chair or at the request of a majority of AFRC members.

Directors who are not members of the AFRC may attend AFRC meetings, but will not be considered in the determination of quorum or have the right to vote on matters requiring decisions.

The AFRC will meet separately, at its behest or that of the other party, with the external auditors, Plannera management or any other relevant persons to discuss any matters that the AFRC or applicable persons believe should be discussed. 

The external auditor may attend meetings of the AFRC at the invitation of the Chair.

6. Accountability

The AFRC shall report, at each regular meeting of the Board, all such action it has taken since the previous report.

The AFRC shall report to the Board any findings relative to the adequacy of financial systems and controls and its observations from any in camera discussion with the external auditor or internal auditor.

Where appropriate, the AFRC shall liaise with the Human Resources & Compensation Committee on the performance of senior officers as they relate to fiscal responsibility and corporate management.

Last reviewed May 14, 2024