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

publicly-traded on the NASDAQ and TSX). He has also been Vice-President of Finance and
Administration and Chief Financial Officer of the Ottawa Senators Hockey Club and the
Palladium, as well as Vice-President of Finance and Administration and Chief Financial Officer
of a network services and manufacturing company, and Controller of a U.S. and Canadian
publicly-traded networking equipment manufacturer. Mr. Goudie is a Chartered Accountant who
started his career with PricewaterhouseCoopers in the auditing, accounting and tax group before
joining the management consulting practice in their business controls group. Mark holds a
Bachelor of Commerce degree from Carleton University and has served on a number of private,
public and charity Boards of Directors
Glenn R. Kelly has been a Director of CO2 Solution Inc., a TSX Venture listed
company, since February 2008. He was appointed President and Chief Executive Officer of CO2
Solution Inc. in August 2008. Prior to joining CO2 Solution, Mr. Kelly was President and Chief
Operating Officer of Rabaska Inc., a subsidiary of Gaz Metro, Gaz de France and Enbridge Inc.
Previously, Mr. Kelly was President and founder of Intragaz Inc. a company specializing in the
development and operation of underground natural gas storage facilities. Mr. Kelly is also the
Chairman of the Board of Gastem Inc., an independent public oil and gas exploration and
development company based in Montreal. A recognized leader and experienced energy industry
executive, Mr. Kelly holds a degree in Civil Engineering from Queens University and an MBA
from Laval University.
Prior Approval Policies and Procedures
The Company’s Audit Committee annually reviews and approves the terms and scope of
the external auditors’ engagement. The Audit Committee oversees the procedures and the
conditions pursuant to which permissible services proposed to be performed by
PricewaterhouseCoopers LLP, the Company’s external auditors, are pre-approved. The
consolidated financial statements as at December 31, 2008 for Xebec prior to the Arrangement
were audited by PSB Boisjoli LLP.
All non-audit service engagements of PricewaterhouseCoopers LLP, regardless of the
cost estimate, are required to be coordinated and approved by the Chief Financial Officer to
further ensure that adherence to this policy is monitored.
The following table sets forth, by category, the fees paid to the Company’s auditors, in
each of the periods ended December 31, 2010, and 2009
Fee category 2010 2009 (1)
Audit fees 234,000 199,300
Audit-related fees 177,457 35,869
Tax fees 30,870 23,725
All other fees 123,749 0
Total 566,076 258,394
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