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    Audit committee mandate



    The Treasury Board of Canada (TB) Directive on Internal Audit and Policy on Internal Audit, effective April 1, 2017, provide direction on the role and responsibilities of Audit Committees. This Audit Committee Mandate incorporates such guidance.


    The Audit Committee (Committee) is advisory to the Superintendent. The role of the Committee is to provide objective advice and recommendations to the Superintendent regarding the sufficiency, quality and results of assurance on the adequacy and functioning of OSFI’s risk management, control and governance frameworks and processes, including accountability and auditing systems.


    In order to give this support to the Superintendent, the Committee will exercise oversight of core areas of OSFI’s management, control, and accountability, including reporting, in an integrated, risk-focused, and systematic way.

    The Committee, as a strategic resource to the Superintendent, also provides such advice and recommendations as may be requested by the Superintendent on specific emerging priorities, concerns, risks, opportunities and/or accountability reporting.


    Key Areas

    The key areas of responsibility that fall within the scope of concern of the Committee, and that will be reviewed with an appropriate risk-guided focus and cycle, as outlined by TB, are:

    • Values and Ethics;
    • Risk Management;
    • Management Control Framework;
    • Internal Audit Function;
    • External Assurance Providers;
    • Follow-up on Management Action Plans;
    • Financial Statements and Public Accounts Reporting; and
    • Accountability Reporting.

    Values and Ethics

    The responsibility of the Committee with respect to Values and Ethics is:

    • To review and provide advice on OSFI’s systems and practices established by the Superintendent to monitor compliance with laws, regulations, policies and standards of ethical conduct and identify and deal with any legal or ethical violations. This may also include the procedures and feedback mechanisms established to monitor conformance with its code of conduct and ethics policies, as well as how its processes encourage and maintain high ethical standards.

    Risk Management

    The responsibility of the Committee with respect to Risk Management is:

    • To review and provide advice on the risk management arrangements established and maintained by OSFI.

    Management Control Framework

    The responsibility of the Committee with respect to Management Control Framework is:

    • To review and provide advice on departmental internal control arrangements and be informed on all matters of significance arising from work performed by others who provide assurances to senior management and the Superintendent.

    Internal Audit Function

    In connection with OSFI’s internal audit function, the Committee shall exercise an oversight role with respect to IA. Oversight activities include:

    • Recommend, and periodically review, a departmental internal audit policy or charter (mandate) for the approval of the Superintendent;
    • Provide advice to the Superintendent on the sufficiency of resources of the internal audit function;
    • Review and recommend for approval a multi-year risk-based internal audit plan;
    • Monitor and assess the performance of the internal audit function;
    • Provide advice to the Superintendent on the recruitment and appointment, as well as the performance of the Chief Audit Executive (CAE);
    • Review and recommend for approval internal audit reports and corresponding management action plans to address recommendations;
    • Review regular reports on progress against the risk-based internal audit plan; and be made aware of internal audit engagements or tasks that do not result in a report to the Committee, and be informed of all matters of significance arising from such work.

    Follow-up on Management Action Plans

    The Committee shall review regular reports on the progress of the implementation of approved management action plans resulting from prior internal audit recommendations as well as management action plans resulting from the work of external assurance providers.

    External Assurance Providers

    With respect to External Assurance Providers, the Committee should be informed and advise the Superintendent on:

    • All audit work relating to the department to be undertaken by external assurance providers, including management’s response; and
    • Audit-related issues and priorities raised by external assurance providers.

    External Auditor

    The responsibility of the Committee with respect to the External Auditor is to provide oversight of the work of the external auditor that contributes to the audit’s overall quality while safeguarding the external auditor’s independence by being informed and advising the Superintendent on the external audit work.

    Specific accountabilities include:

    • Review and advice on the performance of the external auditor;
    • Review and advice on the Financial Statement Audit Plan;
    • Review adequacy of arrangements to support the financial statement audit; and
    • Review management letters from the External Auditor.

    Financial Statements and Public Accounts Reporting

    The Committee shall:

    • Review and provide advice to the Superintendent on the key financial management reports and disclosures of OSFI, including quarterly financial reports, annual financial statements, and Public Accounts;
    • Review the annual Statement of Management Responsibility including Internal Control over Financial Reporting and provide advice to the Superintendent on the risk-based assessment plans and associated results related to the effectiveness of the departmental system of Internal Control over Financial Reporting; and

    For departmental financial statements that are audited, the Committee will review:

    • The financial statements with the external auditor and senior management, discuss any significant accounting estimates and adjustments therein, any adjustments required to the statements as a result of the audit, as well as any difficulties or disputes encountered with management during the course of the audit;
    • Management letters arising from the external audit; and
    • The auditor’s findings and recommendations relating to the internal controls in place for financial reporting and consider their impact on controls, risk management, and governance processes.

    Accountability Reporting

    The Committee will receive, and review:

    • Copies of OSFI’s Departmental Plan, the Departmental Results Report, and other significant accountability reports. These reports provide context for the deliberations of the Committee and advice to the Superintendent; and
    • For information, copies of the plans and reports prepared by the departmental evaluation function.

    Monitoring and Reporting

    Audit Committee Annual Evaluation

    The independent members of the Committee shall assess their performance on an annual basis, including:

    • Complete a self-assessment questionnaire assessing their performance and identifying any gaps, as necessary;
    • Committee members will hold a meeting to discuss the results of the self-assessment;
    • Committee members will meet with the Deputy Head to communicate the results of the discussion and obtain feedback on their performance.



    • Committees are to include a majority of external members recruited from outside of the federal public administration. Committee membership from within the federal public administration is to be limited to individuals at the level of deputy head.
    • The Committee shall have, at a minimum, three members. The Superintendent is an ex-officio member of the Committee.
    • All external members of the audit committee are to be reasonably familiar with private or public sector financial reporting, or undertake to become familiar within the first year after appointment. At least one external member is to be a financial expert who possesses a professional accounting designation.
    • The Chief Financial Officer (CFO) and the CAE are expected to attend all committee meetings.
    • The Chair may request the attendance of other departmental officials or the Office of the Comptroller General (OCG) to meetings where their participation would benefit the Committee’s discussion.
    • The Chair shall, as appropriate, invite representatives from external assurance providers to attend committee meetings to discuss the plans, findings and other matters of mutual concern.


    • The role, responsibilities, and operations of the Committee shall be documented in an approved Audit Committee mandate, reviewed periodically by the Committee and reaffirmed by the Superintendent.
    • The Chair, in consultation with the other members of the Committee, will prepare a plan for recommendation to the Superintendent to ensure that the responsibilities of the Committee are scheduled and fully addressed.
    • The Committee shall meet according to a pre-determined schedule, approved each fiscal year. The Committee may adjust the schedule throughout the year, at the request of the Chair or the Superintendent.
    • The quorum for a Committee or Subcommittee will be a simple majority of the members. No alternates shall be permitted.
    • Where at any meeting the Chair is absent, one of the members of the Committee who is chosen so to act by the Superintendent shall preside and have all the powers of the Chair.
    • As part of each meeting, the committee will normally meet individually in camera with the departmental CFO, the CAE, representatives of external assurance providers when in attendance, and any other officials the committee may determine.


    OSFI Audit Committee Qualifications

    The following are the high level knowledge / experience needs, as determined by OSFI, for its Audit Committee:

    • Financial knowledge / experience
      • Financial Statements
      • Internal financial reporting
      • International Financial Reporting Standards (IFRS)
    • Senior financial industry operating knowledge / experience
      • Deposit taking
      • Life insurance
      • Property & Casualty insurance
      • Pensions
      • Investment banking
    • Risk-based audit / investigative knowledge / experience
      • GAAS / IIA standards
      • TBS Internal Audit Policy and Directive on Internal Auditing in the Government of Canada
      • Supervisory Framework
      • Risk-based audit plans / reporting
    • Regulatory knowledge / experience
      • Rules frameworks
      • Regulatory approaches / tools
    • General business knowledge
      • Risk / Risk Management
      • Performance measurement
      • Controls
      • Governance (including corporate planning and reporting)
      • Strategy development
      • Communication (media, government, international regulators)
      • Basic contract law / business operations
    • General Competencies of Audit Committee Members:
      • Independence / objectivity
      • Communication skills

    Audit committee members

    Frederick W. Gorbet, O.C., PhD

    Following a 25-year career in the Canadian public service, where he served as Associate Secretary to the Cabinet, and as Deputy Minister of Finance for Canada, Mr. Gorbet has held several senior executive positions in the life insurance industry, and in academe. He served for many years as the CIT Chair in Financial Services, and Director of the Financial Services Program at the Schulich School of Business (York University).

    Mr. Gorbet served as a corporate director of many firms in the private and public sectors. These include York University (where he is an Honorary Governor); Alterna Savings; Credit Union Central of Ontario; Central 1 Credit Union; Covenant House Toronto; the Institute for Research in Public Policy; and Assuris. He previously served as Vice Chair of the Government of Canada (TBS) Departmental Audit Committee. As Deputy Minister of Finance, he also served ex officio on the Boards of the Bank of Canada, the Export Development Corporation and the Canada Deposit Insurance Corporation.
    He is currently a Director of the Lawyers Professional Indemnity Company (LAWPRO), where he chairs the Audit Committee, as well as a member of the Board of Directors of the National Youth Orchestra of Canada.

    Mr. Gorbet has a B.A. from York University and a Ph.D. in Economics from Duke University. He was appointed to the Order of Canada in 2000 and promoted to Officer of the Order in 2014.
    The Treasury Board of Canada appointed Mr. Gorbet to OSFI’s Audit Committee in April 2020.

    Helen Sinclair

    Helen Sinclair is a corporate director and, through her company BankWorks Trading, a producer of digital programming, including continuing education for corporate directors.

    She spent her early career at The Bank of Nova Scotia in a variety of line and staff positions, leading to her appointment as head of the Bank’s strategic planning and public affairs functions. From 1989 to 1996, she was the President and Chief Executive Officer of the Canadian Bankers Association. In that capacity, she headed several cross-industry forums and served as a director of Canadian Payments Association.

    Ms. Sinclair is currently a director of the University Pension Plan. Her other most recent board assignments have included EPCOR Utilities, the Toronto Dominion Bank, DH Corporation (Davis + Henderson), and the Canada Pension Plan Investment Board. In the not-for-profit sphere, she is a member of the Board of the St. Michaels Hospital Foundation and its Centre for Urban Health Solutions Cabinet. She has served as Chair of the YMCA of Great Toronto Area, as a member of the GTA United Way Campaign Cabinet and as a member of the Board of Governors of York University.

    She also has held positions on a variety of public policy and regulatory bodies, including the former Pension Commission of Ontario and the Ontario Securities Act Five Year Review Committee. In the early 1980s, she co-chaired the Business Committee on Pension Policy, which commissioned research and conducted advocacy on pension legislation reform.

    Ms. Sinclair holds a Bachelor of Arts (Hon. Economics) from Glendon College, York University, and a Master of Arts (Economics) from the University of Toronto. She has also completed the Advanced Management Program at the Harvard Business School. She is the recipient of an Honorary Doctor of Laws from Acadia University.

    The Treasury Board of Canada appointed Ms. Sinclair to OSFI’s Audit Committee in July 2021.

    Yves Gauthier

    Yves Gauthier has been involved as an audit and consulting partner in the private and government sectors throughout his long career at KPMG. He was responsible for the professional practice of internal audit and risk management in the province of Quebec.

    He is a part of Boards and Audit Committees at the Federal, Provincial and Municipal levels. Currently, he is a member of the Audit Committee of Heritage Canada and was recently the chair of the Audit Committee of Justice Canada. He is a member of the Board of the Audit Committee of the Musée d’Art Contemporain de Montréal; a member of the Board, the chairperson of the Finance and Audit Committee, and also the Treasurer of the Institut de Recherche en Biologie Végétale.

    Mr. Gauthier holds a Bachelor of Business Administration from HEC (University of Montreal), a Diploma (Certificat de deuxième cycle) in Environmental Management from the Faculty of Science of the University of Sherbrooke, a Certificate ICD.D from the Directors Education Program of the Institute of Corporate Directors and the University of McGill, an Accreditation by the Investment Industry Regulatory Organization of Canada as Chief Financial Officer, a Bachelor of Arts from the College Jean de Brébeuf. He is also a Fellow of the Institute of Canadian Professional Accountants.

    The Treasury Board of Canada appointed Mr. Gauthier to OSFI’s Audit Committee in November 2022.

    Robert Samels

    Robert Samels is an experienced executive and Board member for public and not-for-profit entities. He had a long career in the oil and gas industry, in which he held senior executive positions in a publicly traded company. He was also an associate partner with PricewaterhouseCoopers.

    He is the past Chair of the Independent Expert Oversight Advisory Committee, World Health Organization. He is also a current member of the Independent Oversight Advisory Committee, World Food Programme; Audit and Finance Committee, the Global Fund; and member of the Audit Committee, Organization for Security and Cooperation in Europe.

    Mr. Samels holds a Bachelor of Arts (Economics) and a Bachelor of Commerce (Accounting) from the University of Manitoba. He is also a Chartered Professional Accountant and completed the Process and Leadership Program at Harvard Business School.

    The Treasury Board of Canada appointed Mr. Samels to OSFI’s Audit Committee in November 2022.