|
|
Governance - Audit Committee Charter
|
PURPOSE
The primary function of the Audit Committee is to assist the Board of Directors in fulfilling its oversight responsibilities by reviewing the financial information which will be provided to the stockholders and others, the systems of internal controls which management and the Board of Directors have established, and the Corporation’s audit and financial reporting processes.
The Corporation's independent accountants’ ultimate accountability is to the Board of Directors and the Audit Committee, as representatives of stockholders. The Audit Committee, as such representatives, has the ultimate authority and responsibility to select, evaluate, and, where appropriate, replace the independent accountants (or to nominate the independent accountants to be proposed for stockholder ratification in any proxy statement).
The Audit Committee’s primary duties and responsibilities are to:
- Oversee that management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Corporation.
- Oversee that management has established and maintained processes to assure that an adequate system of internal control is functioning within the Corporation.
- Oversee that management has established and maintained processes to assure compliance by the Corporation with all applicable laws, regulations and corporate policy.
- Oversee the independence and performance of the Corporation’s internal and external auditors.
The Audit Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of this Charter.
The Corporation’s management is responsible for preparing the Corporation’s financial statements. The Corporation’s independent auditors are responsible for auditing the financial statements. The activities of the Committee are in no way designed to supersede or alter those traditional responsibilities. Except to the extent required by the Nasdaq Policy (defined below), membership on the Committee does not call for the professional training or technical skills generally associated with career professionals in the fields of accounting and auditing. In addition, the Corporation’s independent auditors and the internal audit staff have more available time and information than does the Committee. Accordingly, the Committee’s role does not provide any special assurances with regard to the Corporation’s financial statements, nor does it involve a professional evaluation of the quality of the audits performed by the independent auditors.
-
COMPOSITION
The Audit Committee shall be comprised of three or more independent directors elected by the Board of Directors for a one-year term, all of whom (except as otherwise permitted) shall meet the requirements of NASD Marketplace Rule 43510(dc)(26) (the “Nasdaq Policy”). The Chairman, if any, of the Audit Committee shall be appointed by the Board of Directors.
All members of the Audit Committee shall have a working familiarity with basic finance and accounting practices, and at least one member of the Audit Committee shall have accounting or related financial management expertise.
-
MEETINGS
The Audit Committee shall meet on a regular basis and shall hold special meetings as required to discharge the functions specified in this Charter. A majority of the Audit Committee will constitute a quorum for the conduct of business.
Minutes will be kept of each meeting of the Audit Committee and will be provided to each member of the board. Any action of the Audit Committee shall be subject to revision, modification, rescission or alteration by the Board of Directors, provided that no neglect of third parties shall be affected by any such revision, modification, rescission or alteration.
-
RESPONSIBILITIES AND DUTIESTo fulfill its responsibilities and duties the Audit Committee shall:
- Review this Charter at least annually to ensure compliance with the Nasdaq Policy and, if required, recommend changes to the Board of Directors.
- Review the Corporation’s significant accounting principles, policies and practices. and any changes or modifications thereto.
- Review the Corporation’s annual financial statements, quarterly financial statements, and any other relevant reports or other financial information.
- Review the regular internal financial reports prepared by management and any internal auditing department.
- Recommend to the Board of Directors the selection of the independent accountants and approve the fees and other compensation to be paid to the independent accountants. Review the retention of the independent accountants for any non-audit service and approve the fees and other compensation to be paid for such service. On an annual basis, the Committee shall obtain a formal written statement from the independent accountants delineating all relationships between the accountants and the Corporation consistent with Independence Standards Board Standard 1, and shall review and discuss with the accountants all significant relationships the accountants have with the Corporation to deetermine the accountants’ independence.
- Review the performance of the independent accountants and approve any proposed discharge of the independent accountants when circumstances warrant.
- Following completion of the annual audit, review separately with the independent accountants, the internal auditing department, if any, and management any significant problems or difficulties encountered during the course of the audit and any management letter provided by the accountants and the Corporation’s response to that letter.
- Perform any other activities consistent with this Charter, the Corporation’s By-laws and governing law, as the Audit Committee or the Board of Directors deems necessary or appropriate.
|
|
|
|
|
|
