IMETRIK M2M SOLUTIONS INC.
CHARTER - AUDIT COMMITTEE
The committee's role is to act on behalf of the board of directors and oversee all material aspects of the
company's reporting, control, and audit functions, except those specifically related to the responsibilities of
another standing committee of the board. The audit committee's role includes a particular focus on the qualitative
aspects of financial reporting to shareholders and on company processes for the management of business/financial
risk and for compliance with significant applicable legal, ethical, and regulatory requirements.
In addition, the committee responsible for: (1) selection and oversight of our independent accountant; (2)
establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal
controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our
employees of concerns regarding accounting and auditing matters; (4) establishing internal financial controls; (5)
engaging outside advisors; and, (6) funding for the outside auditor and any outside advisors engagement by the
The role also includes coordination with other board committees and maintenance of strong, positive
working relationships with management, external and internal auditors, counsel, and other committee advisors.
The committee shall consist of the entire board directors. The committee shall have access to its own
counsel and other advisors at the committee's sole discretion.
Committee Operating Principles
The committee shall fulfill its responsibilities within the context of the following overriding principles:
Communications - The chairperson and others on the committee shall, to the extent appropriate, have
contact throughout the year with senior management, other committee chairpersons, and other key
committee advisors, external and int