BrightPath Early Leaning Inc. Audit Committee Charter

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1 BrightPath Early Leaning Inc. Audit Committee Charter 1. Purpose The purpose of the Audit Committee is to assist the Board of BrightPath Early Learning Inc. ( BrightPath ) in its oversight of: (a) The integrity of BrightPath s financial statements and related information; (b) BrightPath s compliance with applicable legal and regulatory requirements; (c) The independence, qualifications and appointment of the external auditor; (d) The performance of BrightPath s external auditor and, if applicable, its internal auditor; (e) Management s responsibility for internal control; and (f) Compliance with BrightPath s Disclosure Policy. 2. Composition of the Committee The Audit Committee shall consist of between three and five Directors. The members of the Audit Committee shall meet the independence, experience and other membership requirements under applicable laws, rules and regulations as determined by the Board. 3. Duties and Responsibilities of the Audit Committee The Audit Committee shall perform the functions customarily performed by Audit Committees and any other functions assigned by the Board. Specifically, the Audit Committee shall have the following duties and responsibilities: (a) Financial Reporting and Control i. On a periodic basis, review and discuss with management and the external auditor the following: I. Major issues regarding accounting principles and financial statement presentation, including any significant changes in BrightPath s selection or application of accounting principles, major issues as to the adequacy of BrightPath s internal controls over financial reporting and any special audit steps adopted in light of material control deficiencies; II. Analyses prepared by management and/or the external auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses on the effects of alternative generally accepted accounting principles on the financial statements once such alternatives have been selected in the current reporting period;

2 III. The effect of regulatory and accounting initiatives, as well as off balance sheet structures, on the financial statements of BrightPath; and IV. The type and presentation of information to be included in earnings news releases. Meet to review and discuss with management and the external auditor, report and, where appropriate, provide recommendations to the Board on the following prior to its public disclosure: I. The annual and interim consolidated financial statements, BrightPath s disclosure within Management s Discussion and Analysis, Annual Information Form, earnings news releases, financial information and any earnings guidance provided to analysts and rating agencies and the integrity of the financial reporting of BrightPath; and II. Any audit problems or difficulties and management s response thereto, including any restrictions on the scope of the activities of the external auditor or access to requested information and any significant disagreements with management. In addition to the role of the audit Committee to make recommendations to the Board where the members of the Audit Committee consider that it is appropriate and is in the best interests of the BrightPath, the interim consolidated financial statements, the interim BrightPath disclosures within Management s Discussion and Analysis for the interim period, and interim earnings news releases and earnings guidance, may also be approved on behalf of the Board by the Audit Committee, provided that such approval is subsequently reported to the Board. i Review and discuss reports from the external auditor on: I. All critical accounting policies and practices used by BrightPath; II. All material alternative treatments of financial information within generally accepted accounting principles that had been discussed with management, including ramifications of the use of such alternate treatments and disclosures and the treatment preferred by the external auditor; and III. Other material written communications between the external auditor and management, and discuss such communications with the external auditor. (b) Oversight of the External Auditor i. Be directly responsible for the oversight of the work of the external auditor and any other auditor preparing or issuing an audit report or preforming other audit review or attest services for BrightPath where required and review, report and where appropriate, provide recommendations to the Board on the nomination, terms and review of

3 engagement, removal, independence and proposed compensation of the external auditor; i iv. Approve in advance all audit, review or attest engagement fees and terms for all audit, review or attest services to be provided by the external auditor to BrightPath and any other auditor preparing or issuing an audit report or preforming other audit review or attest services for BrightPath; To develop and implement a pre approval policy on the engagement of the Company s Auditors to supply non audit services to the Company and its subsidiaries, taking into account relevant ethical guidance regarding the provision of non audit services by the Company s Auditors; and to report to the Board, identifying any matters in respect of which the Audit Committee considers that action or improvement is needed and to make recommendations as to the steps to be taken; At least annually, consider, assess, and report to the Board on: I. The independence of the external auditor, including whether the external auditor s performance of permitted non audit services is compatible with maintaining independence of the external auditor; II. Obtaining from the external auditor a written statement which: (a) Delineates all relations between the external auditor and BrightPath; (b) Assures that the Lead Audit Partner rotation is carried out as required by law; (c) Delineates any other relationships that may adversely affect the independence of the external auditor; and (d) The evaluation of the Lead Audit Partner, taking into account the opinions of management and internal audit. v. At least annually obtain and review a report by the external auditor describing: I. The external auditor s own internal quality control procedures; and II. Any material issues raised by the most recent Internal Quality Control Review; or peer review of the external auditor firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditor firm, and any steps taken to deal with any such issues. vi. v Resolve any disagreement between the management and the external auditor regarding financial reporting; Review the audit plan with the external auditor;

4 vi Meet periodically with the external auditor in the absence of management and internal audit. (c) Oversight of Internal Audit If BrightPath had an internal audit function: i. Review and discuss with senior management, the external auditor and the head of the internal audit, report and, where appropriate, provide recommendations to the Board on the following: I. The appointment and mandate of internal audit, including the responsibilities, budget and staffing of BrightPath s internal audit; II. The scope and performance of the internal audit, including a review of the annual internal audit plan, whether there are any restrictions or limitations on the internal audit; III. The periodic reports regarding internal audit findings, including BrightPath s internal controls, and BrightPath s progress in remedying any material control deficiencies; and IV. Meet periodically with the head of internal audit in the absence of management and the external auditor. (d) Oversight of BrightPath s Internal Control System i. Review with management, the external auditor and, if applicable, internal audit, report and where appropriate provide recommendations to the Board on the following: I. Oversight of the design, implementation and assessment of an effective system of disclosure controls and procedures, and internal control over financial reporting; II. Review management s assessment of the effectiveness of the Company s internal control over financial reporting and to monitor management s plans for remediation of such control deficiencies or weaknesses; III. Review any signification deficiencies or material weaknesses identified by management with respect to the Company s internal control over financial reporting and to monitor management s plans for remediation of such control deficiencies or weaknesses; IV. Review and discuss any fraud or alleged fraud involving management or other employees who have a role in the Company s system of internal control over

5 financial reporting and the related corrective and disciplinary actions to be taken; V. Discuss with management any significant changes in the system of internal control over financial reporting that are disclosed, or considered for disclosure, in the Management s Discussion & Analysis, on a quarterly basis; VI. Compliance with the policies and practices of BrightPath relating to business ethics; VII. Compliance by Directors, Officers and other management personnel with the Disclosure Policy; VIII. Review and approve the mandate of the Disclosure and Compliance Committee and on a quarterly basis, receive the report of the Disclosure and Compliance Committee with respect to such committee s activities during the quarter, which is the subject of the report; IX. On an annual basis, to receive the report of the Disclosure and Compliance Committee with respect to the results of the self assessment of the Company s disclosure controls and procedures including any control deficiencies identified and to review, consider and make recommendations on related corrective actions to be taken; X. The relationship between the Audit Committee and other Committees of the Board, and management. i iv. Review and discuss with the Chief Executive Officer ( CEO ) and the Chief Financial Officer ( CFO ) the process for the certifications to be provided in BrightPath s disclosure documents; Establish procedures for the receipt of and response to complaints received by BrightPath regarding accounting, internal accounting controls or auditing matters, including procedures for confidential and/or anonymous submission of complaints by employees regarding questionable accounting, spending or auditing matter; Establish procedure for the receipt of and response to complaints received by BrightPath regarding the violation of the Code of Business Conduct, the Conflict of Interest Policy, the Disclosure Policy, the Insider Trading Policy or any violation of the laws of Canada, including procedures for confidential and/or anonymous submission of those complaints; and v. Meet periodically with management in the absence of the external auditor and internal audit. (e) Compliance with Legal Requirements

6 i. Review and discuss with management, the external auditor and, if applicable, internal audit, monitor, report and, when appropriate, provide recommendations to the Board on the adequacy of BrightPath s processes for complying with laws and regulations; and Receive, on a periodic basis, reports from BrightPath s chief legal officer or external legal counsel with respect to legal issues. (f) Oversight of BrightPath s Disclosure Policy and Insider Trading Policy The Audit Committee shall: i. Make determinations as to the materiality of information; i iv. Ensure the timely, factual and accurate disclosure of material information; Exercise discretion in withholding material information where it would be unduly detrimental to BrightPath; Establish procedures for Directors, officers and employees to receive clarification on the applicability of the Disclosure Policy and the Insider Trading Policy; and v. In consultation with senior management determine the frequency, duration and persons subject to: (g) Miscellaneous I. Quiet periods; and II. Trading Blackout Periods. i. Making recommendations to the Board regarding the appointment and/or removal of the Chief Financial Officer after consultation with the Chief Executive Officer. 4. Evaluation of Audit Committee and Report to Board a. The Audit Committee shall, along with the Governance and Nominating Committee and the Board, review the performance of the Audit Committee on an annual basis; b. The Audit Committee shall, along with the Governance and nominating Committee and the Board, review the adequacy of the Audit Committee Charter on an annual basis; and c. The Audit Committee shall report to the Board periodically on the Audit Committee s activities. 5. Outside Advisors

7 Subject to the prior approval of the Board, the Audit Committee shall have the authority to engage outside counsel and other outside advisors as it deems appropriate to assist the Audit Committee in the performance of its functions. BrightPath shall provide appropriate funding for such advisors. 6. Audit Committee Chair The Chair of the Audit Committee shall be appointed by the Board. The Chair of the Audit Committee leads the Committee in all aspects of its work and is responsible to effectively manage the affairs of the Audit Committee and to ensure that it is organized so that it may function efficiently. Specifically, the chair shall: 7. Term a. Provide leadership to enable the Audit Committee to act effectively in carrying out its duties and responsibilities as described elsewhere in this Charter and otherwise as may be appropriate; b. In consultation with the Board Chari and the CEO, ensure that there is an effective relationship between management and members of the Audit Committee; c. Chair meetings of the audit Committee; d. In consultation with the CEO, the Secretary and the Board Chair, determine the frequency, dates and location of meetings of the Audit Committee; e. In consultation with the CEO, the Secretary and, as required, other senior management, review the meeting agendas to ensure that all required business is brought before the Audit Committee to enable it to effectively carry out its duties and responsibilities; f. Ensure, in consultation with the Board Chair, that all items requiring Audit Committee s approval are appropriately tabled; g. Ensure the proper flow of information to the Audit Committee and review, with the CEO, the Secretary and, as required, other senior management, the adequacy and timing of materials in support of management s proposals; h. Report to the Board on matters reviewed by, and on any decision to recommendations of, the Audit Committee at the next meeting of the Board following any meetings of the Audit Committee; and i. Carry out any special assignments or any functions as requested by the Board. The members of the Audit Committee shall be appointed or changed by resolution of the Board to hold office from the time of their appointment until the next annual general meeting of the shareholders or until their successors are so appointed. 8. Procedures For Meetings

8 The Audit Committee shall fix its own producers at meetings and for the calling of the meetings. 9. Quorum and Voting Unless otherwise determined from time to time by resolution of the Board, two members of the Audit Committee shall constitute a quorum for the transaction of business at a meeting. For any meeting or meetings at which the Audit Committee Chair is absent, the Chair of the meeting shall by chosen from the members who are present. At a meeting, any questions shall be decided by a majority of the votes cast by the Audit Committee members, except where only two members are present, in which case any questions shall be decided unanimously. 10. Secretary Unless otherwise determined by resolution of the Audit Committee, the Secretary of BrightPath, or his or her delegate shall be the Secretary of the Audit Committee. 11. Vacancies Vacancies at any time occurring shall be filled by resolution of the Board. 12. Records The Audit Committee shall keep such records as it may deem necessary of its proceedings and shall report regularly its activities and recommendations to the Board as appropriate.

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