Audit Committee Charter

MTY Food Group Inc./ Groupe d’Alimentation MTY Inc.

AUDIT COMMITTEE

Audit Committee Charter

1.
Purpose of the Committee

1.1
The purpose of the Audit Committee is to assist the Board in its oversight of the integrity of the Corporation’s financial statements and other relevant public disclosures, the Corporation’s compliance with legal and regulatory requirements relating to financial reporting, the external auditors’ qualifications and independence and the performance of the internal audit function and the external auditors.

2.
Members of the Audit Committee

2.1
All of the Members must be “financially literate” as defined under NI 52-110, having sufficient accounting or related financial management expertise to read and understand a set of financial statements, including the related notes, that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Corporation’s financial statements.

2.2
The Audit Committee shall consist of no less than three Directors.

2.3
All of the Members of the Audit Committee must be “independent” as defined under NI 52-110.

3.
Relationship with External Auditors


3.1
The external auditors are the independent representatives of the shareholders, but the external auditors are also accountable to the Board of Directors and the Audit Committee.

3.2
The external auditors must be able to complete their audit procedures and reviews with professional independence, free from any undue interference from the management or directors.

3.3
The Audit Committee must direct and ensure that the management fully co-operates with the external auditors in the course of carrying out their professional duties.

3.4
The Audit Committee will have direct communications access at all times with the external auditors.

4.
Non-Audit Services


4.1
The external auditors are prohibited from providing any non-audit services to the Corporation, without the express written consent of the Audit Committee. In determining whether the external auditors will be granted permission to provide non-audit services to the Corporation, the Audit Committee must consider that the benefits to the Corporation from the provision of such services, outweighs the risk of any compromise to or loss of the independence of the external auditors in carrying out their auditing mandate.

4.2
Notwithstanding section 4.1, the external auditors are prohibited at all times from carrying out any of the following services, while they are appointed the external auditors of the Corporation:
(i) acting as an agent of the Corporation for the sale of all or substantially all of the undertaking of the Corporation; and
(ii) performing any non-audit consulting work for any director or senior officer of the Corporation in their personal capacity, but not as a director, officer or insider of any other entity not associated or related to the Corporation.

5.
Appointment of Auditors


5.1
1.1 The external auditors will be appointed each year by the shareholders of the Corporation at the annual general meeting of the shareholders.

5.2
1.1 The Audit Committee will nominate the external auditors for appointment, such nomination to be approved by the Board of Directors.

6.
Evaluation of Auditors


6.1
The Audit Committee will review the performance of the external auditors on at least an annual basis, and notify the Board and the external auditors in writing of any concerns in regards to the performance of the external auditors, or the accounting or auditing methods, procedures, standards, or principles applied by the external auditors, or any other accounting or auditing issues which come to the attention of the Audit Committee.

7.
Remuneration of the Auditors


7.1
The remuneration of the external auditors will be determined by the Board of Directors, upon the annual authorization of the shareholders at each general meeting of the shareholders.

7.2
The remuneration of the external auditors will be determined based on the time required to complete the audit and preparation of the audited financial statements, and the difficulty of the audit and performance of the standard auditing procedures under generally accepted auditing standards and generally accepted accounting principles of Canada.

8.
Termination of the Auditors


8.1
The Audit Committee has the power to terminate the services of the external auditors, with or without the approval of the Board of Directors, acting reasonably.

9.
Funding of Auditing and Consulting Services


9.1
Auditing expenses will be funded by the Corporation. The auditors must not perform any other consulting services for the Corporation, which could impair or interfere with their role as the independent auditors of the Corporation.

10.
Role and Responsibilities of the Internal Auditor


10.1
The Corporation has created a position to perform the task of internal audit. Areas of focus for the internal audit are recommended by management to the Audit Committee for approval. The internal audit reports are to be sent to the Audit Committee and to the CFO.

11.
Oversight of Internal Controls


11.1
The Audit Committee will have the oversight responsibility for ensuring that the internal controls are implemented and monitored, and that such internal controls are effective.

12.
Continuous Disclosure Requirements


12.1
The CFO of the Corporation is primarily responsible for ensuring that the Corporation’s continuous reporting requirements are met and in compliance with applicable regulatory requirements.

13.
Other Auditing Matters


13.1
The Audit Committee may meet with the Auditors independently of the management of the Corporation at any time, acting reasonably.

13.2
The Auditors are authorized and directed to respond to all enquiries from the Audit Committee in a thorough and timely fashion, without reporting these enquiries or actions to the Board of Directors or the management of the Corporation.

14.
Annual Review


14.1
The Audit Committee Charter will be reviewed annually by the Board of Directors and the Audit Committee to assess the adequacy of this Charter.

15.
Independent Advisers


15.1
The Audit Committee shall have the power to retain legal, accounting or other advisors to assist the Committee.