AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT by ufa20551

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									AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT

        MANAGEMENT INFORMATION CIRCULAR/
      PROXY STATEMENT DATED MARCH 29, 2010
                                     MAGNA INTERNATIONAL INC.

                        AUDIT COMMITTEE AND AUDIT COMMITTEE REPORT




AUDIT COMMITTEE

       The Audit Committee provides assistance to the Board in fulfilling its oversight
responsibilities to our shareholders with respect to:

       •    the integrity of our financial statements and the financial reporting process;

       •    compliance with legal and regulatory requirements;

       •    the qualifications and independence of our independent Auditor;

       •   the performance of our Internal Audit Department, as well as our independent
           Auditor; and

       •   the preparation of the Audit Committee Report in this Circular and other Magna proxy
           circulars.

        The Audit Committee operates pursuant to a written charter, a copy of which is available
on our website (www.magna.com) under “Corporate Governance”. The Audit Committee Charter
mandates a committee composed of between three and five directors, all of whom are
independent under applicable laws, rules and regulations. The Audit Committee consists of three
Independent Directors: Donald Resnick (Chairman), Louis E. Lataif and Lawrence D. Worrall.
Each member of the Audit Committee has been affirmatively determined by the Board to be
“independent” under the NYSE Listing Standards, the SEC’s rules under SOX, including
Rule 10A-3, and National Instrument 52-110 (“NI 52-110”) of the CSA. The Board also considers
each Audit Committee member to be “financially literate” and each of the Chairman of the
Committee and Mr. Worrall to be a “financial expert” within the meaning of the NYSE Listing
Standards, the SEC rules under SOX and NI 52-110.

         The Audit Committee met six times in 2009 with Management, representatives of the
independent Auditor and representatives of our Internal Audit Department, and met without
Management present at all of those meetings. Among other things, the Audit Committee
considered whether it would be appropriate to rotate the independent Auditor position for 2010
and is recommending to shareholders that Ernst & Young LLP be reappointed as the independent
Auditor for 2010.

        Refer to “Appendix B – Statement of Corporate Governance Practices – Board
Committees” for a further discussion of the Audit Committee, the Audit Committee Charter and
the Audit Committee’s activities in 2009.
AUDIT COMMITTEE REPORT

       In connection with Magna’s Consolidated Financial Statements and Management’s
Discussion and Analysis of Results of Operations and Financial Position (“MD&A”) for the fiscal
year ended December 31, 2009, the Audit Committee has:

        •   reviewed and discussed with senior Management and the independent Auditor the
            audited Consolidated Financial Statements and MD&A, together with the Annual
            Information Form in respect of 2009 and other forms and reports required to be filed
            with applicable Canadian securities commissions, the SEC and the applicable stock
            exchanges in respect of the fiscal year ended December 31, 2009;

        •   discussed with the independent Auditor the matters required to be discussed by the
            Canadian Institute of Chartered Accountants Standard 5751 (Communications with
            Those Having Responsibility for the Financial Reporting Process) (“CICA Standard
            5751”) and the American Institute of Certified Public Accountants Statement on
            Auditing Standards No. 380 (The Auditor’s Communication with Those Charged with
            Governance) as amended;

        •   received and reviewed with the independent Auditor the written disclosures and
            related letter from the independent Auditor required by CICA Standard 5751 and
            Public Company Accounting Oversight Board (United States) (“PCAOB”) - Rule 3526
            (Communication with Audit Committees Concerning Independence) and discussed
            with the independent Auditor the independence of the independent Auditor as
            Magna’s auditor; and

        •   reviewed with the independent Auditor its Auditors’ Report on the Consolidated
            Financial Statements as well as its Report on Internal Controls Under Standards of
            the PCAOB.

         Management is responsible for the preparation and presentation of Magna’s consolidated
financial statements, the financial reporting process and the development and maintenance of its
systems of internal accounting and administrative cost controls. Ernst & Young LLP is responsible
for performing an independent audit on and issuing its reports in respect of Magna’s consolidated
financial statements in accordance with Canadian generally accepted auditing standards and the
standards of the PCAOB, and the effectiveness of Magna’s internal control over financial
reporting, in accordance with the standards of the PCAOB. The Audit Committee’s responsibility
is to monitor and oversee these processes in accordance with its Charter and applicable law.

         Based on these reviews and discussions, including review of the independent Auditors’
Report on Financial Statements and Report on Internal Controls, the Audit Committee has
recommended to the Board, and the Board has approved: the inclusion of the audited
Consolidated Financial Statements in Magna’s Annual Report; the MD&A; the Annual Information
Form in respect of 2009; and the other forms and reports required to be filed with the applicable
Canadian securities commissions, the SEC and the applicable stock exchanges in respect of the
fiscal year ended December 31, 2009.

       This Audit Committee report is dated as of March 23, 2010 and is submitted by the Audit
Committee of the Board:



 Donald Resnick (Chairman)               Louis E. Lataif               Lawrence D. Worrall

								
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