1. MISSION AND PURPOSE

1.1       The mission of Internal Audit is to enhance and protect organizational value by providing risk-based and objective assurance, advice, and insight. Internal Audit assists the Corporation in accomplishing its objectives by bringing a systematic, disciplined approach to evaluating and improving the effectiveness of governance, risk management, and internal control processes.

2. INDEPENDENCE AND OBJECTIVITY

2.1       Reporting Line. The Internal Audit Group Head (the “IA Head”) shall report functionally to the Audit Committee and administratively to the President and Chief Executive Officer. This dual reporting relationship is designed to ensure the independence and effectiveness of the Internal Audit function.
2.2       Objectivity. Internal Audit personnel shall maintain an objective, unbiased, and impartial attitude in the performance of their duties. They shall have no direct operational responsibility or authority over any of the activities they audit. Internal auditors shall avoid conflicts of interest and shall disclose any actual or potential impairment to independence or objectivity to the IA Head and the Audit Committee.
2.3       Freedom from Interference. Internal Audit shall be free from interference by any element in the organization in the planning, performance, communication, and follow-up of its work. The Audit Committee shall safeguard the independence of Internal Audit from undue interference by management.

3.  SCOPE

3.1       The scope of Internal Audit encompasses all activities and operations of the Corporation, including its subsidiaries and affiliates where applicable. The scope includes, but is not limited to:

1. evaluating the adequacy and effectiveness of the Corporation's system of internal controls over financial reporting, operations, and compliance;
2. examining the reliability and integrity of financial and operational information;
3. reviewing the Corporation's compliance with applicable laws, regulations, policies, and procedures;
4. evaluating the efficiency and effectiveness of operations and programs;
5. reviewing the safeguarding and proper use of the Corporation's assets; and
6. reviewing the Corporation's governance processes.

4. RESPONSIBILITIES

4.1       The IA Head and the Internal Audit function shall:

1. prepare and submit to the Audit Committee for approval an annual internal audit plan based on a risk assessment of the Corporation's activities, which shall include, at a minimum, an evaluation of controls over governance, operations, information systems, protection of assets, and compliance;
2. implement the approved internal audit plan and report the results of audit activities to the Audit Committee;
3. issue periodic reports to the Audit Committee summarizing significant audit findings and recommendations, and management's responses and corrective actions;
4. follow up and report to the Audit Committee on the status of management's implementation of audit recommendations and corrective actions on unresolved findings;
5. coordinate with the external auditor to ensure adequate audit coverage and minimize duplication of efforts;
6. perform special investigations, reviews, and advisory engagements as requested by the Audit Committee or management, subject to the Committee's approval; and
7. report promptly to the Audit Committee any significant issues discovered during the performance of its work, including instances of fraud, irregularities, or material non-compliance with applicable laws, regulations, or internal policies.

5. AUTHORITY

5.1       Internal Audit shall have unrestricted access to all functions, records, property, and personnel of the Corporation necessary for the performance of its duties and responsibilities. All directors, officers, and employees are enjoined to cooperate fully as requested by Internal Audit.  Internal Audit shall also have the authority to obtain assistance from any department, officer, or employee of the Corporation in the performance of its functions.

6. ACCOUNTABILITY

6.1       The IA Head is accountable to the Audit Committee for the overall performance of the Internal Audit function. The Audit Committee shall approve the appointment, performance evaluation, and, if necessary, dismissal of the IA Head, and shall approve the terms and conditions for the outsourcing of internal audit services if applicable.

7. PERFORMANCE EVALUATION

7.1       The performance of the Internal Audit function shall be assessed at least annually by the Audit Committee. Internal Audit shall also conduct periodic quality assurance reviews to ensure compliance with the IIA Standards and this Charter.  
7.2       This Charter shall be reviewed annually and any amendments shall be subject to recommendation by the Audit Committee and approval by the Board.

8. AMENDMENT

8.1       This Charter shall not be amended, altered, or varied unless such amendment shall have been recommended by the Audit Committee and approved by a resolution of the Board.