ANNUAL INFORMATION FORM – XEBEC ADSORPTION INC. – For ...
ANNUAL INFORMATION FORM – XEBEC ADSORPTION INC. – For ...
ANNUAL INFORMATION FORM – XEBEC ADSORPTION INC. – For ...
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Press Releases<br />
4. The Committee shall review with management, prior to public dissemination, the annual<br />
and interim earnings press releases (paying particular attention to the use of any “pro<br />
forma” or “adjusted non-GAAP” information) as well as financial information and<br />
earnings guidance provided to analysts and rating agencies.<br />
Reports and Regulatory Returns<br />
5. The Committee shall review and discuss with management, and the external auditors to<br />
the extent the Committee deems appropriate, such reports and regulatory returns of the<br />
Corporation as may be specified by law.<br />
Other Financial Information<br />
6. The Committee shall review the financial information included in any prospectus, annual<br />
information form or information circular with management and the external auditors,<br />
together and separately, prior to public dissemination, and shall make a recommendation<br />
to the Board of Directors with respect to the approval of such prospectus, annual<br />
information form or information circular with such changes contemplated and further<br />
recommended as the Committee considers necessary.<br />
EBITDA Targets and Earn-Out Shares<br />
7. The Committee shall implement a process to oversee the achievement of certain adjusted<br />
EBITDA performance targets pursuant to the terms and conditions of the escrow<br />
agreement executed between some shareholders of the Corporation and QuestAir<br />
Technologies Inc. on March 17, 2009 (the “Escrow Agreement”) and shall take with<br />
external auditors all necessary measures to manage and assess such process. The Escrow<br />
Agreement is attached hereto as Schedule IV-7.<br />
Financial Reporting Processes<br />
Establishment and Assessment of Procedures<br />
8. The Committee shall satisfy itself that adequate procedures are in place for the review of<br />
the public disclosure of financial information extracted or derived from the financial<br />
statements of the Corporation and assess the adequacy of these procedures annually.<br />
Application of GAAP<br />
9. The Committee shall assure itself that the external auditors are satisfied that the<br />
accounting estimates and judgements made by management, and management’s selection<br />
of accounting principles reflect an appropriate application of generally accepted<br />
accounting principles.<br />
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