Committees

Audit Committee

The Audit Committee assists MOSAID Technologies Incorporated ("MOSAID")'s Board of Directors (the "Board") in its oversight of the audit and financial reporting process, as well as with MOSAID's compliance with legal and regulatory requirements.

Audit Committee Highlights

The Audit Committee is made up entirely of independent directors (Eugene Davis, Donnie Moore (Chairman)and Normand Paquette), all of whom are financially literate.

During fiscal 2007, the Audit Committee met six times. Each of these meetings included the Chief Financial Officer and two included the external auditor.

The Audit Committee typically meets the day before the quarterly Board meeting to allow ample time for in-depth discussion.

Audit Committee Mandate

The Audit Committee, on behalf of the Board, has oversight responsibility for MOSAID's audit and financial reporting processes and the quality of MOSAID's financial reporting. The Audit Committee has a written mandate which establishes its purpose, the qualifications of its members and their appointment and removal, its duties and responsibilities, the manner of its meetings, structure and reporting, the role of its Chairman and its authority. See the Audit Committee Mandate 

The Audit Committee approves, monitors, evaluates, advises and makes recommendations to the Board on matters affecting the external audit and the financial reporting and accounting control policies and practices of MOSAID. In fulfilling its duties and responsibilities, the Audit Committee focuses primarily on four areas: MOSAID's relationship with its external auditors, MOSAID's audit and financial reporting, its internal controls and procedures and risk management.

Relationship with Auditors

The Audit Committee is responsible for managing the relationship between MOSAID and its external auditors. This includes:

• recommending the selection and determining the compensation of the external auditor;
• overseeing the work of the external auditor; and
• establishing procedures to monitor the external auditor's independence.

Audit and Financial Reporting

The Audit Committee oversees the audit and financial reporting process. This includes:

• reviewing with both management and the external auditor the appropriateness and acceptability of MOSAID's critical accounting policies and any proposed changes to those policies;
• reviewing with both management and the external auditor the presentation and impact of significant risks and uncertainties associated with MOSAID's business, alternative treatments of financial information with GAAP that have been discussed with management, the material assumptions made by management relating to those assumptions and their effect on MOSAID's financial statements; and
• reviewing with management and with the external auditors, as appropriate, MOSAID's financial statements, Management's Discussion and Analysis and annual and interim earnings press releases prior to their public dissemination.

Internal Controls and Procedures

The Audit Committee is responsible for overseeing the design, implementation and on-going effectiveness of a system of internal controls. This includes:

• establishing, monitoring and reviewing MOSAID's policies and procedures for internal accounting, financial control and management information;
• establishing procedures for the receipt, retention and treatment of complaints received by MOSAID regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by MOSAID employees of concerns regarding questionable accounting or auditing matters; and See the Whistleblower Protection Policy on Financial Matters 
• reviewing the involvement of officers and directors in any matter related to business ethics or potential conflict of interest and advising the Board on the appropriate course of action.

Risk Management

The Audit Committee is responsible for overseeing the process by which MOSAID assesses and manages risk. This includes:

• identifying risks inherent in MOSAID's business;
• maintaining policies and procedures that address those risks on a reasonable, cost-effective basis; and
• reviewing on an annual basis all aspects of MOSAID's risk management program, including all significant procedures relating to insurance coverage, foreign exchange exposures and investments
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Please note: Information contained in the Investor Relations section of MOSAID's web site was accurate at the time of posting, but may have been superseded by subsequent disclosures.