Hawk Audit Committee Charter (K0064139;5)

Ernst & Young

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• Publié par: Jitap
• Nombre de lectures: 24
• Langue: English

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HAWK CORPORATION
AUDIT COMMITTEE CHARTER


Organization

This Charter governs the operations of the Audit Committee (the “Committee”) of the Board of
Directors (the “Board”) of Hawk Corporation (“Hawk” or the “Company”). The Board shall
appoint a Committee of at least three members at the Board of Directors meeting immediately
following the annual meeting of shareholders to serve until the next annual meeting of
shareholders or until their successors shall be duly elected and qualified, consisting entirely of
independent directors of the Board, and shall designate one member as chairperson or delegate
the authority to designate a chairperson to the Committee. For purposes hereof, members of the
Committee shall be considered independent as long as they:

• Satisfy the independence requirements for members of the Board as defined for purposes
of applicable federal securities laws, including Section 10A(m)(3) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the rules of the Securities and
Exchange Commission (the “SEC”), including 10A-3 of the Exchange Act and the listing
standards of the American Stock Exchange (“Amex”) or other applicable listing
standards;

• Do not accept directly or indirectly any consulting, advisory, or other compensatory fee
from Hawk or any of its subsidiaries, other than director fees (including Board
committee fees) and fixed compensation under a retirement plan for prior service with
Hawk, as long as the compensation is not contingent on continued service or any fees
from Hawk’s Independent Registered Public Accounting Firm;

• Are not an affiliated person of Hawk or its subsidiaries (other than by virtue of being a
director of Hawk or any of its subsidiaries); and

• Each Committee member must be free of any relationship with Hawk, its personnel and
other members of the Board and its Independent Registered Public Accounting Firm that,
in the opinion of the Board, would interfere with his or her exercise of independent
judgment.

Each member of the Committee shall be financially literate or become financially literate within
a reasonable period of time, and at least one member of the Committee shall be an “audit
committee financial expert,” as defined by the SEC rules.

Members shall not serve on more than three (3) public company audit committees
simultaneously.

The Committee shall meet at least quarterly, in person or telephonically. The Committee shall
meet separately and periodically with management, the personnel responsible for the internal
audit function, and the Independent Registered Public Accounting Firm. The Committee shall
report regularly to the Board with respect to its activities.
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The Committee may request that any directors, officers or employees of Hawk, or other persons
whose advice and counsel are sought by the Committee, attend any meeting of the Committee to
provide such information as the Committee may request.

The Committee may meet in executive session outside the presence of the Company’s executive
officers. The Committee shall meet in executive session at least once annually.

Purpose

The purpose of the Committee shall be to:

• Provide assistance to the Board in fulfilling its oversight responsibility to the
shareholders, potential shareholders, the investment community, and others relating to:

o the integrity of the Company’s financial statements;

o the effectiveness of the Company’s internal control over financial reporting;

o the Company’s compliance with accounting, legal and regulatory requirements;

o the Independent Registered Public Accounting Firm’s qualifications and
independence; and

o the performance of the Company’s internal audit function and Independent
Registered Public Accounting Firm;

• Prepare the Audit Committee report that SEC proxy rules require to be included in the
Company’s annual proxy statement.

The Committee shall retain and compensate such outside legal, accounting, or other advisors as
it considers necessary in discharging its oversight role.

In fulfilling its purpose, it is the responsibility of the Committee to maintain free and open
communication among the Committee, the independent registered public accountants, the
internal auditors and management of the Company, and to determine all parties are aware of their
responsibilities.

Reliance

The Committee will rely on the expertise, knowledge and experience of management, the
internal auditor and the Independent Registered Public Accounting Firm in carrying out the
Committee’s oversight responsibilities. Management and the Independent Registered Public
Accounting Firm shall be responsible for the planning or conduct of audits or for any
determination that the Company’s financial statements are complete and accurate or in
accordance with generally accepted accounting principles in the United States of America and
applicable rules and regulations.
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Duties and Responsibilities

The Committee has the responsibilities and powers set forth in this Charter. Management is
responsible for the preparation, presentation and integrity of the Company’s financial statements,
for the appropriateness of the accounting principles and reporting policies that are used by the
Company and for establishing and maintaining internal control over financial reporting. The
independent registered public accountants are responsible for auditing the Company’s financial
statements and management’s assessment of the effectiveness of internal control over financial
reporting, and for reviewing the Company’s unaudited interim financial statements.

In fulfilling its duties and responsibilities, the Committee shall remain flexible to best ensure that
the Committee fulfills its purposes. Therefore, the following duties and responsibilities of the
Committee are set forth as a guide with the understanding that the Committee may supplement or
diverge from them as appropriate under any particular set of circumstances as the Committee
determines in its discretion.

The following shall be the principal duties and responsibilities of the Committee. These are set
forth as a guide with the understanding that the Committee may supplement them as appropriate.

• The Committee shall be directly responsible for the appointment, compensation,
retention, evaluation, and, where appropriate, the replacement of the Independent
Registered Public Accounting Firm (subject, if deemed applicable by the Committee, to
shareholder ratification), who shall prepare and issue an audit report or related work or
perform other audit, review or attestation services for Hawk. The Committee shall be
directly responsible for the oversight of the work of the Independent Registered Public
Accounting Firm (including resolution of disagreements between management and the
Independent Registered Public Accounting Firm regarding financial reporting). The
Independent Registered Public Accounting Firm shall report directly to the Committee.

• The Committee shall determine if the Independent Registered Public Accounting Firm
have registered with the Public Company Accounting Oversight Board.

• The Committee shall discuss with the internal auditors and the Independent Registered
Public Accounting Firm the overall scope and plans for fulfilling their respective audits,
including the adequacy of staffing and budget or compensation.

• The Committee shall pre-approve all audit and non-audit services (including the fees and
terms thereof) provided by the Independent Registered Public Accounting Firm to Hawk
and shall not engage the Independent Registered Public Accounting Firm to perform the
specific non-audit services proscribed by applicable law or regulation. The Committee
may delegate pre-approval authority to a member of the Committee. The decisions of any
Committee member to whom pre-approval authority is delegated must be presented to
the full Committee at its next scheduled meeting. Any non-audit services approved by
the Committee and performed by Hawk’s Independent Registered Public Accounting
Firm must be disclosed to shareholders in Hawk’s reports on Form 10-K or proxy
statements, as applicable.
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• The lead (or coordinating) audit partner and the audit review partner associated with
Hawk’s Independent Registered Public Accounting Firm must be changed at least every
five years, or as otherwise required by law.

• At least annually, the Committee shall obtain and review a report by the Independent
Registered Public Accounting Firm describing:

o the Independent Registered Public Accounting Firm’s internal quality-control
procedures;

o any material issues raised by the most recent internal quality-control review, or peer
review, of the Independent Registered Public Accounting Firm, or by any inquiry or
investigation by governmental or professional authorities, within the preceding five
years, respecting one or more independent audits carried out by the Independent
Registered Public Accounting Firm, and the response of the Independent Registered
Public Accounting Fir