Audit Comm Charter 8-5-04

Smenkin

Informations

• Publié par: Ustli
• Nombre de lectures: 16
• Langue: English

Extrait

AUDIT COMMITTEE CHARTER

Role and Purpose

The Audit Committee of the Board of Directors is to assist the Board in fulfilling its

responsibility for oversight of the:

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Integrity of the Company’s financial statements;

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Compliance with legal and regulatory requirements,

•

Independent auditor’s qualifications and independence;

•

Performance of internal audit functions; and

•

Independent auditors.

Membership

The membership of the Committee shall consist of at least three directors who are generally

knowledgeable in financial and auditing matters and who meet the independence and experience

requirements of the Securities and Exchange Commission and the National Association of

Securities Dealers, Inc. In addition, The Chair of the Committee shall be a “financial expert,” as

that term is interpreted by the NASD. The Committee is expected to maintain free and open

communication (including private executive sessions at least annually) with the independent

accountants, the internal auditors, and management of the Corporation.

In discharging this

oversight role, the committee is empowered to investigate any matter brought to its attention, with

full power to retain outside counsel or other experts for this purpose.

This Charter shall be

reviewed and updated annually.

Duties and Responsibilities

The Audit Committee’s primary responsibilities include:

•

Selection and retention of the independent accountant who audits the financial statements of

the Corporation, including fees and the terms of engagement. In so doing, the committee will

discuss and consider the auditor’s written affirmation that the auditor is, in fact, independent,

will discuss the nature and rigor of the audit process, require, receive and review all reports of

the auditor. The independent auditor shall report directly to the audit committee;

•

Provision of guidance and oversight to the internal audit function of the Corporation

including review of the organization, plans and results of such activity;

•

Review of financial statements (including quarterly reports) with management and the

independent auditor, including quality of earnings, discussions of significant items subject to

estimate, consideration of the suitability of accounting principles, review of highly

judgmental areas, audit adjustments whether or not recorded and such other inquiries as may

be appropriate;

•

Discussion with management and the auditors of the quality and adequacy of the Company’s

internal controls;

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Discussion with management of the status of pending litigation, taxation matters and other

areas of oversight to the legal and compliance area as may be appropriate.

•

Review and approve all related-party transactions;

•

Resolve disputes between management and the independent auditors regarding financial

reporting;

•

Pre-approve any audit services and non-audit services provided by the independent auditor;

•

Establish and maintain procedures for the (a) receipt, retention and treatment of complaints

regarding accounting, internal accounting controls or auditing matters, and

(b) for the

confidential, anonymous submission by employees of concerns regarding accounting or

auditing matters;

•

Reporting on audit committee activities to the full Board;

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Issuance annually of a summary report for inclusion in the proxy statement for the

Company’s annual meeting;

•

Retain independent counsel and other advisors as the audit committee determines necessary

to carry out its duties;

•

Determine appropriate funding for payment of compensation to both independent auditors

and any advisors the audit committee chooses to hire; and

•

Monitor the Company’s Anonymous Telephone Complaint System and ensure that the

System functions to facilitate the transfer of relevant and material complaint information to

the Board, as appropriate.

Meetings

The Audit Committee shall meet, at a minimum, on a quarterly basis and shall have such

additional meetings as it deems necessary to carry out its responsibilities. Meetings may

be held in person or by teleconference at the discretion of the Committee. A majority of

the Committee shall constitute a quorum for the purposes of conducting business and

actions may be taken by formal resolution or by an Action in Writing. The Corporate

Secretary, or such other person as appointed by the Committee, shall record minutes of

all meetings.

Resources and Authority

The Committee will have the resources and authority appropriate to discharge its

responsibilities, including sole authority to:

•

Retain and terminate the independent auditor, which will be accountable to and report

to the Committee;

•

Approve any non-audit relationship with the independent auditor, other than any

relationship to provide services prohibited by Section 10A(g) of the Securities

Exchange Act of 1934, as amended; and

•

Approve all audit engagement fees and terms.

In addition, the Committee will have authority to:

•

Conduct or authorize investigations into any matters within its scope of

responsibilities;

•

Engage outside auditors for special audits, reviews and other procedures;

•

Retain special counsel and other experts and consultants to advise the Committee; and

•

Approve the fees and other retention terms for such parties.

The Committee may request any officer or employee of the Company or the Company’s

outside counsel or independent auditor to attend a meeting of the Committee or to meet

with any member of, or consultants to, the Committee. The Committee has the authority

to use other resources either within or outside the Company to address special

circumstances when appropriate.

The Committee may delegate its authority to subcommittees established by the

Committee from time to time. Such subcommittees will consist of one or more members

of the Committee and will report to the Committee.

Adoption of Charter

The Board of Directors of Possis Medical, Inc., adopted this Charter on: August 13, 2004