AUDIT COMMITTEE CHARTER
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AUDIT COMMITTEE CHARTER (amended and restated as of June 1, 2003) (amended and restated as of October 19, 2004) I. PURPOSE The Audit Committee (“Committee”) shall represent and assist the Board of Directors in discharging its oversight responsibility relating to: (1) the accounting, reporting, and financial practices of the company and its subsidiaries, including the integrity of the Company’s financial statements; (2) the surveillance of administration and financial controls and the Company’s compliance with legal and regulatory requirements; (3) the outside auditor’s qualifications and independence; and (4) the performance of the company’s outside auditor. Additionally, the Committee shall prepare an annual report as required under the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement. II. AUTHORITY Through this Charter, the Board delegates certain responsibilities to the Committee to assist the Board in the fulfillment of its responsibilities to the company and its shareholders. The Board authorizes the Committee to obtain resources and assistance necessary to discharge its responsibilities, including unrestricted access to Company personnel and documents and the Company’s independent auditors. The Committee shall also have authority, with notice to the Chairman of the Board, to engage outside legal, accounting and other advisors as it deems necessary or appropriate to carry ...
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AUDIT COMMITTEE CHARTER
(amended and restated as of June 1, 2003)
(amended and restated as of October 19, 2004)
I.
PURPOSE
The Audit Committee (“Committee”) shall represent and assist the Board of Directors in discharging its
oversight responsibility relating to: (1) the accounting, reporting, and financial practices of the company and its
subsidiaries, including the integrity of the Company’s financial statements;
(2) the surveillance of
administration and financial controls and the Company’s compliance with legal and regulatory requirements;
(3) the outside auditor’s qualifications and independence; and (4) the performance of the company’s outside
auditor. Additionally, the Committee shall prepare an annual report as required under the rules of the Securities
and Exchange Commission to be included in the Company’s annual proxy statement.
II.
AUTHORITY
Through this Charter, the Board delegates certain responsibilities to the Committee to assist the Board in
the fulfillment of its responsibilities to the company and its shareholders. The Board authorizes the Committee
to obtain resources and assistance necessary to discharge its responsibilities, including unrestricted access to
Company personnel and documents and the Company’s independent auditors. The Committee shall also have
authority, with notice to the Chairman of the Board, to engage outside legal, accounting and other advisors as it
deems necessary or appropriate to carry out its purposes, all at the expense of the Company as required by
applicable law.
III.
MEMBERS
The Committee shall consist of at least three members of the Board. The members and the Chair shall be
appointed by a majority of the full board. All of the members will be independent as such term is defined by
applicable laws and regulations including without limitation as defined by the NASDAQ Market Place Rules
and the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) and regulations promulgated by the Securities and
Exchange Commission (“SEC”). Each member of the Committee shall be financially literate and at least one
member shall be qualified as an “audit committee financial expert” as that term is defined by Sarbanes-Oxley.
IV.
FUNCTIONS AND RESPONSIBILITIES
A.
Annually, the Committee shall:
1.
2.
Appoint, compensate, and oversee the work of the company’s independent auditors. In
this regard, the Committee shall appoint and retain, subject to ratification by the
company’s stockholders, compensate, evaluate, and terminate, when appropriate, the
independent auditors, which shall report directly to the Committee.
Review and pre- approve the proposed scope of the annual audit by the independent
auditors and the fees to be charged by the independent auditors.
3.
4.
5.
6.
7.
8.
9.
Review and discuss the results of the annual audit with both the independent auditors
and management.
Review with both management and the independent auditors the status of material
accruals, valuation reserves and adjustments to such accounts.
Review with both management and the independent auditors the annual financial
statements before their submission to the Board of Directors for approval.
Review the annual management letter from the independent auditors and monitor
implementation of any significant actions required of management
Evaluate the performance of the Committee and its compliance with regulatory rules
related to the functions and responsibilities set forth in its Charter, including a review
and reassessment of the adequacy of the Charter.
Retain independent counsel, accountants, or others when deemed necessary to advise
the Committee or assist the Committee in performing its functions and responsibilities.
Maintain procedures for the receipt, retention, and treatment of anonymous submissions
regarding questionable accounting or auditing matters.
B.
Quarterly, the Committee shall:
1.
Meet with management and independent auditors to review and discuss the quarterly
financial statements.
2.
Review with both management and the independent auditors the quarterly earnings,
press releases, including pro forma or adjusted non-GAAP information, and other
financial information or earnings guidance before their public release.
3.
Review and approve management’s Sarbanes-Oxley’s certifications.
C. Periodically, as and when deemed necessary or advisable by the Committee, the Committee shall:
1.
Review with both management and the independent auditors the Company’s significant
accounting principles, policies and practices.
2.
Consider any significant material information brought to the attention of the Committee
by, or at the request of, the Company’s independent public accountants, or by the
financial staff, employees or others, and advise the Board as appropriate.
3.
Request the financial staff or the independent auditors to make a study of any particular
area of interest or concern that the Committee deems appropriate.
4.
Meet separately with management and the independent auditor in order to provide a
forum for open communication.
5.
Meet with Company’s officers, employees, independent officers, or counsel, as
necessary to discuss matters regarding Company’s compliance with financial controls
and legal requirements.
6.
Review with management and the independent auditors the trends in accounting policy
changes proposed or adopted by organizations such as the American Institute of
Certified Public Accountants, the Securities and Exchange Commission and the
Financial Accounting Standards Board or by comparable bodies outside the United
States.
7.
Review the adequacy of the Company’s system of internal accounting controls and
other factors affecting the integrity of published financial reports by consulting as
appropriate with the financial staff, the independent public accountants (both of which
shall have direct access to the Committee) and others concerning, among other things,
the internal accounting controls in effect, any major weaknesses discovered and related
corrective actions taken or in progress. Review before release the disclosure regarding
the system of internal controls required under SEC rules to be contained in the
Company’s periodic filings and the attestations or reports by the independent auditors
relating to such disclosure;
8.
Review and resolve any audit problems or difficulties between independent auditors and
management.
9.
Evaluate overall performance of professional services provided by the independent
auditors, including audit and non-audit services, and consider the possible effect on the
performance of such services on the independence of the auditors.
10. Review the independence of the independent auditors, including (1) obtaining on a
periodic basis a formal written statement from the independent auditors regarding
relationships and services with the Company that may impact independence, as defined
by applicable standards and SEC requirements, including Independent Standards Board,
Standard 1, (2) presenting this statement to the board, and (3) to the extent there are
relationships, monitoring and investigating them.
11. Review management’s procedures for monitoring the Company’s compliance with laws
and regulations.
12. Pre-approve audit and permissible non-audit services provided to the Company by the
independent auditors, except where pre-approval is not required because such non-audit
services are de minimis under the rules of the SEC, in which case subsequent approval
may be obtained. The Chairman has the authority to pre-approve audit and permissible
non-audit services, provided such pre-approval decision is presented to the full Audit
Committee at its scheduled meetings.
V.
MEETINGS
The Committee shall meet at least four times a year, with authority to convene additional meetings, as
circumstances require. A majority of the Committee will constitute a quorum for the transaction of business. As
necessary, the chairman may request that members of management, independent auditors, or others to attend the
meetings. The
Company
’s Chief Financial Officer, Corporate Controller, representatives of the independent
auditors, and the Chairperson of the Company’s Disclosure Review Committee will normally be present at each
Committee meeting. The Company’s Chief Executive Officer will also meet with the Committee on a regular
basis. Minutes shall be kept of each meeting of the Committee and will be provided to each member of the
Board.
