FRANK J KELLY, FCPA, FCA2323 Wuthering Heights Way

Oakville, ON L6M 0E8(C) 647-628-9214 (E) frankjpmk@gmail.com

Objective

To bring a proven track record of professional quality and extensive business experiences to Canadian entities and to participate on an interactive basis with Boards and management in providing the direction and oversight required to effectively represent stakeholders in the risk management and governance process, the pursuit of organizational success and, ultimately, in achieving performance expectations.

Summary of Accomplishments

Frank J. Kelly, FCPA, FCA is a Chartered Professional Accountant who practiced professional accounting for more than 39 years, the majority as a partner with Grant Thornton LLP and its predecessor firms. His responsibilities included management roles in the St. John’s, Grand Falls, Montreal and Toronto offices and leadership roles in both the Halifax and Toronto National offices of the firm.

For more than twenty-four years his career focus was in Assurance and Advisory Services and Risk Management, including the last seven years in Toronto office where he was responsible for a variety of clients, with an emphasis on public companies and litigation support services.

Frank served for fifteen years as Grant Thornton’s National Risk Management Partner and also as the National Assurance Services Directing Partner. One of his primary responsibilities was to provide practical input and advice for partners across the country on accounting and auditing related matters arising from a varied client base. Other responsibilities included developing and executing National policies and programs, and fostering firm wide awareness and commitment to, risk management in all service lines, as well as the profitable expansion of the firm’s Assurance and Advisory practice.

His particular expertise in the areas of accounting, auditing and financial reporting and risk management led to his extensive experience advising clients and audit committees on the application of generally accepted accounting principles (GAAP), generally accepted auditing standards (GAAS) and risk management and governance processes. His expertise also led to a significant number of assignments as an expert on litigation matters.

Governance Related Experiences

Chair of the Audit and Resources Committee and Member of the Board of Directors of the Mississauga Halton Community Care Access Centre (MH – CCAC) (2014 - present)

President of the Veranda 5 Association of the Heritage Bay Golf and Country Club, Naples, Fl.

Chair of the Audit Committee and Board Member of the Provenance Life Insurance Company (2009-2012)

Chairman and member of the Auditing Standards Board of the CICA (1986 to 1992)

Member of the Emerging Issues Committee of the CICA (1993 to 2004)

President of the Institute of Chartered Accountants of Newfoundland (1985 - 1986)

Governor of the Canadian Institute of Chartered Accountants, (CICA) (1985 – 1986)

Member of Council of the Institute of Chartered Accountants of Newfoundland (1974-1979 and 1981- 1986)

Member of the Accounting and Auditing Policy Committee of Grant Thornton International (1987 to 2000)

Chairman of Grant Thornton’s Long Range Planning Committee, the Practice Development Committee and a member of the Strategic Planning and Computer Co-ordinating Committees.

Member of a number of charitable and community organizations, including for example Treasurer of the St. John’s Board of Trade and the Newfoundland Society for the Physically Disabled and President of the Kiwanis Club .

Professional Designations and MembershipsMember of the Institute of Corporate Directors (“ICD”), (2007 – present)

Graduate of the ICD and Rotman School of Management Inaugural Small and Medium-Sized Enterprises Board Effectiveness Program, (2007)

Bachelor of Commerce (Hons.), Memorial University of Newfoundland (1968)

Chartered Accountant, Newfoundland (1970) and FCA Awards in Newfoundland (1987) and in Ontario (2000).

Member, Institute of Chartered Professional Accountants of Ontario (1994)

Member, Institute of Chartered Accountants of Newfoundland, (1970 – 2013)

Member, Institute of Chartered Accountants of Quebec, (1979 – 2008)

Member, Institute of Chartered Accountants of Nova Scotia, (1986 -1994)

Professional Accomplishments

In addition to his governance related activities, Frank took a leadership role in the CICA, where from 1986 to 1992 he was a member and Chair (1992) of the Auditing Standards Committee (ASC) and from 1993 to 2004 was a member of the Emerging Issues Committee (EIC). The role of the ASC was to develop standards of generally accepted auditing practice, while the role of the EIC was to provide for the timely review of emerging accounting issues that were likely to receive divergent or unsatisfactory treatment in practice in the absence of particular guidance.

During his tenures, the ASC focused significant efforts on new standards for Internal Control and Materiality and Audit Risk and the EIC issued Abstracts covering approximately 100 accounting matters.

Details of Professional Experience

Prior to joining the National Office in 1986, Frank was an Audit and Advisory partner in the St. John’s, Grand Falls and Montreal offices.

From 2001 to 2006, he was an Assurance and Advisory Partner in the Toronto office, with a special emphasis on audits of public companies.

Sectors/industries in which his clients operated included:

Financial Services

Manufacturing

Mining

Governmental entities, including municipalities

Real Estate

Retail

Professional Services

In addition, he was providing litigation support services, continuing on a post – retirement basis. In total he has been retained as an expert on thirty-three (33) occasions, ten (10) relating to accounting issues directly and twenty-three (23) relating to auditing (and related accounting) matters. He has provided expert testimony on nine (9) of these matters.