The audit committee will assist the board of directors in fulfilling its financial oversight responsibilities. The audit committee will review the financial reporting process, the system of internal control and the audit process. In performing its duties, the committee will maintain effective working relationships with the board of directors, management, and the external auditors. To effectively perform his or her role, each committee member will obtain an understanding of the detailed responsibilities of committee membership as well and the company’s business, operations and risks.
The board of directors will appoint from among their membership an audit committee after each annual shareholder’s meeting. The audit committee will consist of a minimum of three members of the board of directors.
A majority of the members of the audit committee shall not be officers, employees or control persons of the Company.
Expertise of Committee Members
Each member of the audit committee shall be financially literate or shall become financially literate within a reasonable period of time after his or her appointment to the committee. At least one member of the committee shall have accounting or related financial management expertise. The Board of Directors shall interpret the qualifications of financial literacy and financial management expertise in its business judgment and shall determine whether a director meets these qualifications.
The audit committee shall meet in accordance with a schedule established each year by the Board of Directors, and at other times that the audit committee may determine. The audit committee shall meet at least annually with the Company’s Chief Financial Officer and external auditors in separate executive sessions.
The audit committee will fulfill the following roles and discharge the following responsibilities:
The audit committee shall be directly responsible for overseeing the work of the external auditors in preparing or issuing the auditor’s report, including the resolution of disagreements between management and the external auditors regarding financial reporting. In carrying out this duty, the audit committee shall:
The audit committee shall ensure that adequate controls are in place over annual and interim financial reporting. In carrying out this duty, the audit committee shall:
The audit committee shall review the financial statements and financial information prior to its release to the public. In carrying out this duty, the audit committee shall:
Interim Financial Statements
Release of Financial Information
All non-audit services, being services other than services rendered for the audit and review of thefinancial statements or services that are normally provided by the external auditor in connection with statutory and regulatory filings or engagements, provided by the external auditors to theCompany or any subsidiary of the Company shall be subject to the prior approval of the audit committee.
Delegation of Authority
De-Minimis Non-Audit Services
Pre-Approval Policies and Procedures
The audit committee shal:
The audit committee shall regularly update the board of directors about committee activities and make appropriate recommendations.
The audit committee shall have the resources and the authority appropriate to discharge its responsibilities, including the authority to engage, at the expense of the company, outside auditors, legal counsel, and other experts or consultants.
The following guidance is intended to provide the Audit Committee members with additional information on fulfillment of their roles and responsibilities on the committee.
Annual Financial Statements
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