Sirna audit committee charter v3.204

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Informations

• Publié par: Miphig
• Nombre de lectures: 13
• Langue: English

Extrait

AUDIT COMMITTEE CHARTER
FOR
SIRNA THERAPEUTICS, INC.

FEBRUARY 2004

Purpose of Committee
The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the
“Board”) of Sirna Therapeutics, Inc. (the “Company”) is to oversee on behalf of the Board of
Directors the accounting and financial reporting processes of the Company and audits of the
financial statements of the Company and to prepare the annual report of the Audit Committee
required by applicable Securities and Exchange Commission (the “SEC”) disclosure rules. In
doing so, it is the responsibility of the Audit Committee to provide an open avenue of
communication between the Board of Directors, Management, personnel responsible for the
internal audit function and the independent auditors. Among the matters the Audit Committee
will oversee are: (a) the integrity of the Company’s financial statements, (b) the Company’s
compliance with legal and regulatory requirements, (c) the independent auditors’ qualifications
and independence, and (d) the performance of the Company’s internal audit, accounting and
financial controls and the Company’s independent auditors.
Organization
• The Audit Committee shall be appointed annually by, and shall serve at the discretion of, the
Board of Directors.
• ittee shall consist of at least three members.
• Only directors who meet the knowledge and independence requirements of applicable law
and NASDAQ in effect from time to time may be members of the Audit Committee. An
independent director is a director who meets the independence requirements of NASDAQ.
• At least one member of the Audit Committee must qualify as an “audit committee financial
expert” defined in the Instructions to Item 401 of Regulation S-K. The Company will
disclose in the periodic reports required by Section 13(a) of the Securities Exchange Act of
1934 (the “1934 Act”) whether or not it has at least one member who is an audit committee
financial expert.
• The Company does not limit the number of public company audit committees on which an
audit committee member serves, provided that if a member does serve on more than three
public company audit committees (including the Company’s Audit Committee), the Board of
Directors shall determine that this simultaneous service would not impair the ability of the
member to serve on the Company’s Audit Committee.
Sirna.Audit.Committee Charter
• The Board of Directors shall appoint one of the members of the Audit Committee as
Chairperson. It is the responsibility of the Chairperson to schedule all meetings of the Audit
Committee and management to provide the Audit Committee with a written agenda.
In meeting its responsibilities, the Audit Committee shall:
General
• Have the power, in its discretion, to conduct or authorize investigations into any matters
within the Audit Committee’s scope of responsibilities. The Committee shall have
unrestricted access to members of management, employees, independent auditors, internal
auditors, internal and outside counsel and relevant information as is necessary to carry out
the Audit Committee’s purposes. The Audit Committee is authorized to communicate in
confidence with any of these individuals. The Audit Committee may also require any
employee of the Company or representative of the Company’s outside counsel or
independent auditors to attend meetings of the Audit Committee or to meet with any
members of the Audit Committee or representative of the Committee’s counsel, advisors or
experts.
• Meet at least four times per year or more frequently as circumstances require. Special
meetings of the Audit Committee may be called by the Chairperson and will be called
promptly upon the request of any two Audit Committee members. Minutes of each meeting
will be kept.
• Except as expressly set forth in this Charter or the Company’s Bylaws or Corporate
Governance Guidelines, or as otherwise provided by law or the rules of NASDAQ, establish
its own rules and procedures.
• Regularly report Audit Committee activities, actions and conclusions to the Board of
Directors with respect to the independent auditors, and make recommendations, as the Audit
Committee may deem appropriate. The Audit Committee will also report to the Board of
Directors annually the overall results of the annual review of the independent auditors and
their independence.
• Review and reassess annually the performance of the Audit Committee, including the
adequacy of this Charter and recommend any proposed changes to the Board of Directors, as
appropriate, and publish this Charter as required by applicable law.
• Meet with such frequency as it determines, but at least annually, with personnel responsible
for the Company’s internal audit function and management in separate sessions to discuss
any matters that the Audit Committee or these groups believe should be discussed privately
with the Audit Committee.
• Provide for inclusion in the Company’s proxy statement or other SEC filings of any report
from the Audit Committee required by applicable laws and regulations and stating among
other things whether the Audit Committee has:
Sirna.Audit.Committee Charter
Page 2 – Reviewed and discussed the audited financial statements with management.
– Discussed with the independent auditors the matters required to be discussed by AICPA
Statement of Auditing Standards (“SAS”) 61.
– Received disclosures from the auditors regarding the auditor’s independence as required
by Independence Standards Board Standard No. 1 and discussed with the auditors their
independence.
– Recommended to the Board of Directors that the audited financial statements be included
in the Company’s Annual Report on Form 10-K.
Internal Controls and Risk Assessment
• Review and evaluate the effectiveness of the Company’s process for assessing significant
financial risks or exposures and the steps management has taken to monitor and control such
risks to the Company.
• Consider and review with management, the Company’s financial and accounting personnel
and the independent auditors:
– The integrity, adequacy and effectiveness of or weaknesses in the Company’s internal
and external accounting and financial controls including the status and adequacy of
information systems and security and elicit any recommendations for the improvement of
such internal control procedures or particular areas where new or more detailed controls
or procedures are desirable.
– Any related significant findings and recommendations of the independent auditors and
internal audit firm together with management’s responses including the timetable for
implementation of recommendations to correct weaknesses in the internal controls.
• Obtain and review timely reports from the independent auditors regarding all:
– Critical accounting policies and practices to be used by the Company.
– Alternative treatments of financial information within GAAP that have been discussed
with management, ramifications of the use of such alternative disclosures and treatments,
and the treatment preferred by the independent auditors.
– Other material written communications between the independent auditors and
management, including any management letter or schedule of unadjusted differences
• Discuss with the Chief Executive Officer and the Chief Financial Officer the processes
involved in and any material required as a result of the Form 10-K and 10-Q certification
process concerning deficiencies in design or operation of internal controls or any fraud
involving management or employees with a significant role in the Company’s internal
controls.
Sirna.Audit.Committee Charter
Page 3 Financial Reporting
• Review and discuss with management and the independent auditors:
– The Company’s quarterly financial statements (including the Company disclosure under
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations”).
– The results of the independent auditors’ reviews of the quarterly financial statements.
– The selection, application and effects of critical accounting policies and estimates applied
by the Company.
– Accounting changes, judgments or extraordinary items relating to the financial
statements.
– The status of any new, proposed or alternative accounting or financial reporting
requirements or methods.
– All material off-balance sheet arrangements, contingent and other obligations and
relationships with any unconsolidated entities or any other persons which may have a
material current or future effect on the financial condition or results of the Company and
are required to be reported under SEC rules.
– Other matters that the Audit Committee deems material prior to the public release of such
information.
• Advise management based upon its review and discussion whether anything has come to the
Audit Committee’s attention that causes it to believe that the audited financial statements
included in the Company’s Form 10-K contain an untrue statement of material fact or omit to
state a material fact necessary to make the statements made, in light of the discussions under
which they were made, not misleading.
• Obtain from the independent auditors assurances that the audit was con