8 pages

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Audit Committee Charter 3 27 07

Anjoi - Ann.Nguyen

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8 pages

English

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Tout savoir sur nos offres

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Informations
Extrait

Description

SMART MODULAR TECHNOLOGIES (WWH), INC. A Cayman Islands corporation (the “Company”) Amended and Restated Audit Committee Charter Adopted March 27, 2007 Purpose The Audit Committee is created by the Board of Directors of the Company to: • assist the Board in its oversight of - the integrity of the financial statements of the Company; - the qualifications, independence and performance of the Company’s independent auditor; - the performance of the Company’s internal audit function; and - compliance by the Company with legal and regulatory requirements; • prepare the Audit Committee report that Securities and Exchange Commission rules require to be included in the Company’s annual proxy statement. Membership The Audit Committee shall consist of at least three members, comprised solely of independent directors meeting the independence and experience requirements of the NASDAQ Stock Market. The Nominating and Corporate Governance Committee shall recommend nominees for appointment to the Audit Committee annually and as vacancies or newly created positions occur. Audit Committee members shall be appointed by the Board and may be removed by the Board at any time. The Nominating and Corporate Governance Committee shall recommend to the Board, and the Board shall designate, the Chairman of the Audit Committee. All Audit Committee members shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, ...

Informations

Publié par	Anjoi
Nombre de lectures	27
Langue	English

Extrait

Purpose

SMART MODULAR TECHNOLOGIES (WWH), INC. A Cayman Islands corporation (the “Company”)

Amended and Restated Audit Committee Charter Adopted March 27, 2007

The Audit Committee is created by the Board of Directors of the Company to:

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Membership

assist the Board in its oversight of

the integrity of the financial statements of the Company;

the qualifications, independence and performance of the Company’s independent auditor;

the performance of the Company’s internal audit function; and

compliance by the Company with legal and regulatory requirements;

prepare the Audit Committee report that Securities and Exchange Commission rules require to be included in the Company’s annual proxy statement.

The Audit Committee shall consist of at least three members, comprised solely of independent directors meeting the independence and experience requirements of the NASDAQ Stock Market. The Nominating and Corporate Governance Committee shall recommend nominees for appointment to the Audit Committee annually and as vacancies or newly created positions occur. Audit Committee members shall be appointed by the Board and may be removed by the Board at any time. The Nominating and Corporate Governance Committee shall recommend to the Board, and the Board shall designate, the Chairman of the Audit Committee.

All Audit Committee members shall be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. One Audit Committee member shall be a designated “audit committee financial expert”, per the definition defined by the SEC in its final rule to implement Section 407 of the Sarbanes-Oxley Act (“S-OX”). No Audit Committee member shall have participated in the preparation of the financial statements of the Company at any time during the past three years.

Audit Committee Charter (3 27 07)

Responsibilities

In addition to any other responsibilities that may be assigned from time to time by the Board, the Audit Committee is responsible for the following matters.

Independent Auditors

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The Audit Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company (subject, if applicable, to shareholder ratification). Each such accounting firm shall report directly to the Audit Committee.

The Audit Committee shall pre-approve the audit services and non-audit services to be provided by the Company’s independent auditor, pursuant to pre-approval policies and procedures established by the Audit Committee, before the auditor is engaged to render such services. The Audit Committee may delegate its authority to pre-approve services to one or more Audit Committee members, provided that such designees present any such approvals to the full Audit Committee at the next Audit Committee meeting. The Audit Committee may consult with management in the decision making process, but may not delegate this authority to management before the auditor is engaged to render such services.

The Audit Committee shall review and approve the scope and staffing of the independent auditor’s annual audit plan(s).

The Audit Committee shall evaluate the independent auditor’s qualifications, performance and independence, and shall present its conclusions with respect to the independent auditor to the full Board on at least an annual basis. As part of such evaluation, the Audit Committee shall:

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obtain and review a report or reports from the Company’s independent auditor:

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describing the independent auditor’s internal quality-control procedures;

describing any material issues raised by (i) the most recent inspection report issued by the Public Company Accounting Oversight Board (PCAOB), or (ii) any inquiry or investigation by governmental or professional authorities, within the preceding five years, regarding one or more independent audits carried out by the auditing firm and any steps taken to deal with any such issues; and

describing all relationships between the independent auditor and the Company, consistent with Independence Standards Board Standard No. 1 and including any relationships or services provided to individual directors or members of management; and

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review and evaluate the senior members of the independent auditor team(s), particularly the partners on the audit engagement teams;

Financial Statements; Disclosure and Other Risk Management and Compliance Matters

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The Audit Committee shall periodically review financial and accounting personnel succession planning within the Company.

The Audit Committee shall review management's annual report on internal control over financial reporting (S-OX 404).

assuring that Section 10A of the Securities Exchange Act of 1934 has not been implicated;

Internal Auditors

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The internal auditors shall report directly to the Audit Committee and indirectly to the chief financial officer (“CFO”).

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As appropriate, the Audit Committee shall review with management, the internal auditors and the independent auditor, in separate meetings if the Audit Committee deems it necessary:

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the annual audited financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, prior to the filing of the Company’s Form 10-K;

At least annually, the Audit Committee shall evaluate the performance of the senior officer or officers responsible for the internal audit function of the Company, and make recommendations to the Board and management regarding the responsibilities, retention or termination of such officer or officers.

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The Audit Committee shall establish policies for the Company’s hiring of current or former employees of the independent auditor who participated in any capacity in the audit of the Company, taking into account the impact of such policies on auditor independence.

Following the establishment of an internal audit function and internal audit plan by the Company, the Audit Committee shall evaluate the performance, responsibilities, budget and staffing of the Company’s internal audit function and review the internal audit plan at least annually. Such evaluation shall include a review of the responsibilities, budget and staffing of the Company’s internal audit function with the independent auditor.

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the quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, prior to the filing of the Company’s Form 10-Q;

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any analyses or other written communications prepared by management, the internal auditors, if any, and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements;

the critical accounting policies and practices of the Company;

related-party transactions and off-balance sheet transactions and structures;

any major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; and

the effect of regulatory and accounting initiatives or actions applicable to the Company.

The Audit Committee shall review, in conjunction with management, the Company’s policies generally with respect to the Company’s earnings press releases and with respect to financial information and earnings guidance provided to analysts and rating agencies, including in each case the type and presentation of information to be disclosed.

The Audit Committee shall review any of the Company’s financial information and earnings guidance provided to analysts and ratings agencies and any of the Company’s other financial disclosure, such as earnings press releases.

The Audit Committee shall, in conjunction with the chief executive officer (“CEO”) and CFO of the Company, review the Company’s internal controls and disclosure controls and procedures, including whether there are any significant deficiencies in the design or operation of such controls and procedures, material weaknesses in such controls and procedures, any corrective actions taken with regard to such deficiencies and weaknesses and any fraud involving management or other employees with a significant role in such controls and procedures.

The Audit Committee shall review and discuss with the independent auditor any audit problems or difficulties and management’s response thereto, including those matters required to be discussed with the Audit Committee by the auditors pursuant to Statement on Auditing Standards No. 61, as amended, such as:

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any restrictions on the scope of the independent auditor’s activities or on access to requested information;

any accounting adjustments that were noted or proposed by the auditor, including those that were not recorded by management (as immaterial or otherwise);

any communications between the audit team and the audit firm’s national office regarding auditing or accounting issues presented by the engagement;

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any management or internal control letter issued, or proposed to be issued, by the auditor; and

any significant disagreements between management and the independent auditor.

In connection with its oversight responsibilities, the Audit Committee shall be directly responsible for the resolution of disagreements between management and any auditor regarding the Company’s financial reporting.

The Audit Committee shall review the Company’s policies and practices with respect to risk assessment and risk management, including discussing with management the Company’s major financial risk exposures and the steps that have been taken to monitor and control such exposures.

The Audit Committee shall establish procedures for:

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the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and

the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

The Audit Committee shall review any complaints regarding accounting, internal accounting controls or auditing matters received pursuant to such procedures.

The Audit Committee shall review all material related party transactions and determine whether such transactions are appropriate for the Company to undertake. If so, the Audit Committee is authorized to approve such transactions.

The Audit Committee shall prepare the audit committee report that Securities and Exchange Commission rules require to be included in the Company’s annual proxy statement.

Qualified Legal Compliance Committee (QLCC)

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The Audit Committee shall serve as the Company’s QLCC whose purpose shall be to review any report made directly, or otherwise made known, to the Audit Committee by an attorney representing the Company or its subsidiaries of a material violation of U.S. federal or state securities law, a material breach of fiduciary duty arising under U.S. federal or state law or a similar material violation of any U.S. federal or state law (a “material violation”), all in accordance with the provisions of 17 CFR Part 205, as amended from time to time (“Part 205”).

The Audit Committee has the authority and the responsibility for the following matters:

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Receipt, Retention and Consideration of Reports

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The Audit Committee shall adopt written procedures for the confidential receipt, retention and consideration of any report of evidence of a material violation under Part 205 (a “report”).

Investigation of Reports

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Upon receipt of a report, the Audit Committee shall:

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inform the Company’s chief legal officer/general counsel (“CLO”) and CEO of such report unless such notification would be futile; and

determine whether an investigation is necessary regarding any report of evidence of a material violation by the Company, its subsidiaries or any of their officers, directors, employees or agents.

If the Audit Committee determines an investigation is necessary or appropriate, the Audit Committee shall:

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notify the full board of directors;

initiate an investigation, which may be conducted either by the CLO or by outside attorneys, or both; and

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retain such expert personnel as the Audit Committee deems necessary.

Making Recommendations for Adoption of Appropriate Response

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At the conclusion of any such investigation, the Audit Committee shall:

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recommend that the Company implement an appropriate response to the evidence of a material violation, which appropriate response may include:

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Audit Committee Charter (3 27 07)

a finding that no material violation has occurred, is ongoing, or is about to occur;

the adoption of appropriate remedial measures, including appropriate steps or sanctions to stop any material violations that are ongoing, to prevent any material violation that has yet to occur, and to remedy or otherwise appropriately address any material violation that has already occurred and to minimize the likelihood of its recurrence; or

the retention or direction of an attorney to review the reported evidence of a material violation and either (i) the Company has substantially implemented any remedial recommendations made by such attorney after a reasonable investigation and evaluation of the

reported evidence or (ii) the attorney advises the Company that such attorney may, consistent with his or her professional obligations, assert a colorable defense on behalf of the Company or its officers, directors, employees or agents, in any investigation or judicial or administrative proceeding relating to the reported evidence of a material violation; and

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The Audit Committee may take all other appropriate action, including the authority to notify the Securities and Exchange Commission, if the Company fails in any material respect to implement an appropriate response that the Audit Committee has recommended for adoption by the Company.

inform the CLO, the CEO and the Board of the results of any such investigation initiated by the Audit Committee and the appropriate remedial measures to be adopted.

Authority to Notify the SEC

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The Audit Committee is authorized (without seeking Board approval) to retain special legal, accounting or other advisors and may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to meet with any members of, or advisors to, the Audit Committee.

compensation to any accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;

The Audit Committee shall report to the Board periodically. This report shall include a review of any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the independence and performance of the Company’s independent auditor, the performance of the internal audit function and any other matters that the Audit Committee deems appropriate or is requested to be included by the Board.

compensation to any advisers employed by the Audit Committee; and

Audit Committee Charter (3 27 07)

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Reporting to the Board

Authority

At least annually, the Audit Committee, in conjunction with the Nominating and Corporate Governance Committee, shall evaluate its own performance and report to the Board on such evaluation.

The Audit Committee shall periodically review and assess the adequacy of this charter and recommend any proposed changes to the Board.

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The Audit Committee shall have available appropriate funding from the Company as determined by the Audit Committee for payment of:

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ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.

The Audit Committee may delegate its authority to subcommittees or the Chairman of the Audit Committee when it deems appropriate and in the best interests of the Company.

Procedures

The Audit Committee shall meet as often as it determines is appropriate to carry out its responsibilities under this charter, but not less frequently than quarterly. The Chairman of the Audit Committee, in consultation with the other committee members, shall determine the frequency and length of the committee meetings and shall set meeting agendas consistent with this charter.

The Audit Committee shall meet separately, periodically, with management, with internal auditors or other personnel responsible for the internal audit function and with the independent auditors.

Limitations Inherent in the Audit Committee’s Role

It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with GAAP and applicable rules and regulations. This is the responsibility of management and the independent auditor. Furthermore, while the Audit Committee is responsible for reviewing the Company’s policies and practices with respect to risk assessment and management, it is the responsibility of the CEO and senior management to determine the appropriate level of the Company’s exposure to risk.

Audit Committee Charter (3 27 07)