Audit, Finance & Risk Committee
Below is a listing of the current members of the Audit, Finance & Risk Committee with a link to the Committee Charter.
||J. Herbert England
||Dan A. Westbrook
James G. Ivy
John A. Crum
This committee is comprised of two independent directors and is mandated to assist the Board in monitoring, among other things, the integrity of the financial statements of Midcoast Energy, the compliance by Midcoast Energy Partners with legal and regulatory requirements, and the independence and performance of Midcoast Energy Partners' internal and external auditors. The committee is also mandated to review and recommend to the Board approval of Midcoast Energy Partners' audited annual and unaudited interim consolidated financial statements and related management discussion and analysis, and selected corporate disclosure documents including the 10-K, 8-K and 10-Q forms, all prospectuses, other offering memoranda, and any financial statements required by regulatory authorities, before they are released to the public or filed with the appropriate regulatory authorities. In addition, the committee reviews and recommends to the Board the appointment and compensation of the external auditor, oversees the accounting, financial reporting, control and audit functions.
The committee reviews the audit plans of the internal and external auditors and meets with them at the time of each regularly scheduled committee meeting, in each case independently of management. The committee receives and reviews annually the external auditor's formal written statement of independence delineating all relationships between itself and Midcoast Energy Partners and its report on recommendations to management regarding internal controls and procedures, and ensures the rotation of the lead audit partner having primary responsibility for the audit as required by law. The committee pre-approves all audit services and all permitted non-audit services. The committee oversees the operation of an anonymous and confidential toll free telephone number for employees, contractors and others to call with respect to accounting and audit irregularities and ethical violations, and has set up a procedure for the receipt, retention, treatment and regular review of any such reported activities. This telephone number is published on Midcoast Energy Partners' website at www.compliance-helpline.com/welcomePageEnbridge.jsp and on its intranet for employees. In addition, the committee discusses with management Midcoast Energy Partners' material financial risk exposures and the actions management has taken to monitor and control such exposures, reviews the internal control procedures to determine their effectiveness, monitors compliance with Midcoast Energy Partners' policies and codes of business ethics, and reports on these matters to the Board.
The committee has authority in its discretion to retain advisors to assist it in the discharge of its responsibilities. The committee also reviews its charter at least annually and, as required, recommends changes to the Board. The committee's performance is reviewed annually by the Board.
Audit, Finance & Risk Committee Charter