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Recommendation 2 The Committee recommends that in addition to adopting and complying with the definition of independence set forth above for purposes of service on the audit committee, the NYSE and the NASD require that listed companies with a market capitalization above $200 million (or a more appropriate measure for identifying smaller-sized companies as determined jointly by the NYSE and the NASD) have an audit committee comprised solely of independent directors The Committee recommends that the NYSE and the NASD maintain their respective current audit committee independence requirements as well as their respective definitions of independence for listed companies with a market capitalization of $200 million or below (or a more appropriate measure for identifying smaller-sized companies as determined jointly by the NYSE and the NASD).

1 Which of the following transactions involving the issuance of shares does not come within the definition of a share-based payment under IFRS 2 (a) Employee share purchase plans (b) Employee share option plans (c) Share-based payment relating to an acquisition of a subsidiary (d) Share appreciation rights Answer: (c) 2 Which of the following is true regarding the requirements of IFRS 2 (a) Private companies are exempt (b) Small companies are exempt (c) Subsidiaries using their parent entity s shares as consideration for goods and services are exempt (d) There are no exemptions from IFRS 2 Answer: (d) 3 An entity issues shares as consideration for the purchase of inventory The shares were issued on January 1, 20X4 The inventory is eventually sold on December 31, 20X5 The value of the inventory on January 1, 20X4, was $3 million This value was unchanged up to the date of sale.

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Our second set of recommendations is aimed at making the audit committee more effective: Recommendation 3 The Committee recommends that the NYSE and the NASD require listed companies with a market capitalization above $200 million (or a more appropriate measure for identifying smaller-sized companies as determined jointly by the NYSE and the NASD) to have an audit committee comprised of a minimum of three directors, each of whom is financially literate (as described in the section of this report entitled Financial Literacy ) or becomes financially literate within a reasonable period of time after his or her appointment to the audit committee, and further that at least one member of the audit committee have accounting or related financial management expertise.

3 Financial statements presented by an entity in the current year would qualify as first IFRS financial statements, as explained in the Standard, if an entity presented its most recent previous financial statements (1) Under national generally accepted accounting principles (GAAP) or Standards that were inconsistent with IFRS in all respects (2) In conformity with IFRS in all respects, however, these financial statements did not contain an explicit and unreserved statement that they complied with IFRS (3) Categorically stating that the financial statements comply with certain IFRS but not all (4) Under national GAAP or Standards that differ from IFRS but using some individual IFRS to account for items that are not addressed by its national GAAP or Standards (5) Under national GAAP or Standards with a reconciliation of some items to amounts determined under IFRS Other examples of situations when an entity s current year s financial statements would qualify as first IFRS financial statements are when (6) The entity prepared financial statements in the previous period under IFRSs but the financial statements were meant for internal use only and were not made available to the entity s owners or any other external users; (7) The entity prepared a reporting package in the previous period under IFRSs for consolidation purposes without preparing a complete set of financial statements as mandated by IAS 1; and (8) The entity did not present financial statements for the previous periods.

The Committee recommends that the NYSE and the NASD maintain their respective current audit committee size and membership requirements for companies with a market capitalization of $200 million or below (or a more appropriate measure for identifying smaller-sized companies as determined jointly by the NYSE and the NASD) Recommendation 4 The Committee recommends that the NYSE and the NASD require the audit committee of each listed company to (i) adopt a formal written charter that is approved by the full board of directors and that specifies the scope of the committee s responsibilities, and how it.

The sale proceeds were $5 million The shares issued have a market value of $32 million Which of the following statements correctly describes the accounting treatment of this share-based payment transaction (a) Equity is increased by $3 million, inventory is increased by $3 million; the inventory value is expensed on sale on December 31, 20X5 (b) Equity is increased by $32 million, inventory is increased by $32 million; the inventory value is expensed on sale on December 31, 20X5 (c) Equity is increased by $3 million, inventory is increased by $3 million; the inventory value is expensed over the two years to December 31, 20X5 (d) Equity is increased by $32 million, inventory is increased by $32 million; the inventory value is expensed over the two years to December 31, 20X5 Answer: (a) 4.

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