ANNUAL INFORMATION FORM – XEBEC ADSORPTION INC. – For ...

PricewaterhouseCoopers LLP has advised that they are independent with respect to the
Company within the meaning of the Rules of Professional Conduct of the Institute of Chartered
Accountants of Quebec
16. AUDIT COMMITTEE INFORMATION
Charter of the Audit Committee
The primary function of the audit committee is to assist the Board of Directors in
fulfilling its oversight responsibilities with respect to monitoring the Company’s accounting and
financial reporting and practices and procedures; the adequacy of the Company’s internal
accounting controls and procedures; the quality and integrity of financial statements and other
financial information provided by the Company to shareholders, and others; and for liaising with
the external auditors of the Company. The audit committee charter of the Company, which sets
out the audit committee’s responsibilities and duties, is attached as Schedule “A” to this AIF.
Composition of the Audit Committee
The audit committee of the Company currently consists of John Shakeshaft (Chair of the
Committee, Mark Goudie and Glenn R. Kelly
Each member of the audit committee of the Company is independent and financially
literate; as such terms are defined in National Instrument 52-110 – Audit Committees.
Relevant Education and Experience
The education and experience of each audit committee member of the Company that is
relevant to the performance of his or her responsibilities as an audit committee member is
described below:
John Shakeshaft (Chair of the Audit Committee) has over 20 years of experience in
corporate finance in the City of London, during which time he has undertaken a wide range of
financial and accounting related analysis, and advised upon numerous corporate finance related
transactions involving complex accounting issues. Mr. Shakeshaft is currently a non-executive
director and chair of the audit committee of Tele2 AB, a European telecommunications company
listed on the Stockholm Stock Exchange and NASDAQ, and currently serves on the audit
committee of the Board. Mr. Shakeshaft is a member of the supervisory board of The Economy
Bank NV and chair of its Audit Committee, a bank offering trade finance, treasury and private
banking services. He is also a member of the Audit Committee of TT Electronics, PLC, a British
manufacturing company listed on the London Stock Exchange. He is also an external member of
the audit committee of Cambridge University.
Mark Goudie is a Principal with Mauve Advisors (an advisory firm that he founded).
Prior to that he had been Chief Financial Officer of Mxi Technologies Ltd. from 2005 to 2010
where he was responsible for financial, legal, human resources, information technology,
administrative and facilities management. Mark possesses over twenty years of experience as a
financial professional with various large organizations including Vice-President Finance and
Chief Financial Officer at World Heart Corporation (a medical devices company that was
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