AUDIT COMMITTEE CHARTER

Yzarabi

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• Publié par: Sawyong
• Nombre de lectures: 18
• Langue: English

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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.