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Audit Committee Charter 6-9-2003 v1

Chiod - Sfarmer

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CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SULPHCO, INC. Adopted June 10, 2003 Purpose The Audit Committee is appointed by the Board to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the compliance by the Company with legal and regulatory requirements and (4) to prepare any report required to be prepared by an audit committee by the rules of the Securities and Exchange Commission (the “Commission”) and any other applicable regulatory body. Committee Membership The Audit Committee shall consist of at least one member. At least one of the members of the Audit Committee shall meet the independence and experience requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), the rules and regulations of the Commission and any governmental or regulatory body having jurisdiction over the Company. Not later than the date required by the Commission or any regulatory body, at least one member of the Audit Committee shall be an “audit committee financial expert” as defined by the Commission and any applicable regulatory body. The members of the Audit Committee shall be appointed by the Board and may be replaced by the Board. Meetings The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Audit Committee shall meet ...

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Publié par	Chiod
Nombre de lectures	12
Langue	English

Extrait

CHARTER FOR THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

SULPHCO, INC.

Adopted June 10, 2003

Purpose

The Audit Committee is appointed by the Board to assist the Board in monitoring (1) the

integrity of the financial statements of the Company, (2) the independent auditor’s

qualifications and independence, (3) the compliance by the Company with legal and

regulatory requirements and (4) to prepare any report required to be prepared by an audit

committee by the rules of the Securities and Exchange Commission (the “Commission”)

and any other applicable regulatory body.

Committee Membership

The Audit Committee shall consist of at least one member.

At least one of the members

of the Audit Committee shall meet the independence and experience requirements of

Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”), the

rules and regulations of the Commission and any governmental or regulatory body having

jurisdiction over the Company.

Not later than the date required by the Commission or

any regulatory body, at least one member of the Audit Committee shall be an “audit

committee financial expert” as defined by the Commission and any applicable regulatory

body.

The members of the Audit Committee shall be appointed by the Board and may be

replaced by the Board.

Meetings

The Audit Committee shall meet as often as it determines, but not less frequently than

quarterly.

The Audit Committee shall meet periodically with management and the

independent auditor in separate executive sessions.

The Audit 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 members

of, or consultants to, the Committee.

Committee Authority and Responsibilities

The Audit Committee shall have the sole authority to appoint or replace the independent

auditor (subject, if applicable, to shareholder ratification).

The Audit Committee shall be

directly responsible for the compensation and oversight of the work of the independent

auditor (including resolution of disagreements between management and the independent

auditor regarding financial reporting) for the purpose of preparing or issuing an audit

report or related work.

The independent auditor shall report directly to the Audit

Committee.

The Audit Committee shall pre-approve the audit and permitted non-audit services

performed by the independent auditor in order to assure that the provision of such

services do not impair the auditor’s independence.

Unless a type of service to be

provided by the independent auditor has received general pre-approval, it will require

specific pre-approval by the Audit Committee.

Any proposed services exceeding pre-

approved cost levels will require specific pre-approval by the Audit Committee.

The

Audit Committee may delegate pre-approval authority within specified limits to one or

more of its members. The member or members to whom such authority is delegated shall

report any pre-approval decisions to the Audit Committee at its next scheduled meeting.

The Audit Committee need not pre-approve non-audit services that fall within the

minimis

exceptions for non-audit services described in Section 10A(i)(1)(B) of the

Exchange Act

The Audit Committee shall have the authority, to the extent it deems necessary or

appropriate, to retain independent legal, accounting or other advisors. The Company shall

provide for appropriate funding, as determined by the Audit Committee, for payment of

compensation to the independent auditor for the purpose of rendering or issuing an audit

report and to any advisors employed by the Audit Committee.

The Audit Committee shall make regular reports to the Board. The Audit Committee

shall review and reassess the adequacy of this Charter annually and recommend any

proposed changes to the Board for approval. The Audit Committee shall annually review

the Audit Committee’s own performance.

The Audit Committee, to the extent it deems necessary or appropriate, shall:

Financial Statement and Disclosure Matters

Review and discuss with management and the independent auditor the annual

audited financial statements, including disclosures made in management’s

discussion and analysis, and recommend to the Board whether the audited

financial statements should be included in the Company’s Form 10-K.

Review and discuss with management and the independent auditor the Company’s

quarterly financial statements prior to the filing of its Form 10-Q, including the

results of the independent auditor’s review of the quarterly financial statements.

Discuss with management and the independent auditor significant financial

reporting issues and judgments made in connection with the preparation of the

Company’s financial statements, including any significant changes in the

Company’s selection or application of accounting principles, any major issues as

to the adequacy of the Company’s internal controls and any special steps adopted

in light of material control deficiencies.

Review and discuss quarterly reports from the independent auditors on:

All critical accounting policies and practices to be used.

All alternative treatments of financial information within generally

accepted accounting principles that have been discussed with

management, ramifications of the use of such alternative disclosures and

treatments, and the treatment preferred by the independent auditor.

Other material written communications between the independent auditor

and management, such as any management letter or schedule of

unadjusted differences.

Discuss with management the Company’s earnings press releases, including the

use of “pro forma” or “adjusted” non-GAAP information, as well as financial

information and earnings guidance provided to analysts and rating agencies. Such

discussion may be done generally (consisting of discussing the types of

information to be disclosed and the types of presentations to be made).

Discuss with management and the independent auditor the effect of regulatory

and accounting initiatives as well as off-balance sheet structures on the

Company’s financial statements.

Discuss with management the Company’s major financial risk exposures and the

steps management has taken to monitor and control such exposures, including the

Company’s risk assessment and risk management policies

Discuss with the independent auditor the matters required to be discussed by

Statement on Auditing Standards No. 61 relating to the conduct of the audit,

including any difficulties encountered in the course of the audit work, any

restrictions on the scope of activities or access to requested information, and any

significant disagreements with management.

Review disclosures made to the Audit Committee by the Company’s CEO and

CFO during their certification process for the Form 10-K and Form 10-Q about

any significant deficiencies in the design or operation of internal controls or

material weaknesses therein and any fraud involving management or other

employees who have a significant role in the Company’s internal controls.

Oversight of the Company’s Relationship with the Independent Auditor

Review and evaluate the lead partner of the independent auditor team.

Obtain and review a report from the independent auditor at least annually

regarding (a) the independent auditor’s internal quality-control procedures, (b)

any material issues raised by the most recent internal quality-control review, or

peer review, of the 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 firm, (c) any steps taken to deal with any

such issues, and (d) all relationships between the independent auditor and the

Company.

Evaluate the qualifications, performance and independence of the

independent auditor, including considering whether the auditor’s quality controls

are adequate and the provision of permitted non-audit services is compatible with

maintaining the auditor’s independence, taking into account the opinions of

management.

The Audit Committee shall present its conclusions with respect to

the independent auditor to the Board.

Ensure the rotation of the audit partners as required by law.

Consider whether, in

order to assure continuing auditor independence, it is appropriate to adopt a policy

of rotating the independent auditing firm on a regular basis.

Recommend to the Board policies for the Company’s hiring of employees or

former employees of the independent auditor who participated in any capacity in

the audit of the Company.

Meet with the independent auditor prior to the audit to discuss the planning and

staffing of the audit.

Compliance Oversight Responsibilities

Obtain from the independent auditor assurance that Section 10A(b) of the

Exchange Act has not been implicated.

Obtain reports from management and the independent auditor that the Company

and its subsidiary/foreign affiliated entities are in conformity with applicable legal

requirements.

Review reports and disclosures of insider and affiliated party

transactions and make recommendations to the Board with respect thereto.

Advise the Board with respect to the Company’s policies and procedures

regarding compliance with applicable laws and regulations.

Establish procedures for 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

concerns regarding questionable accounting or auditing matters.

Discuss with management and the independent auditor any correspondence with

regulators or governmental agencies and any published reports which raise

material issues regarding the Company’s financial statements or accounting

policies.

Discuss with the Company’s outside counsel legal matters that may have a

material impact on the financial statements or the Company’s compliance

policies.

Limitation of Audit Committee’s Role

While the Audit Committee has the responsibilities and powers set forth in this Charter, it

is not the duty of the Audit Committee to plan or conduct audits or to determine that the

Company’s financial statements and disclosures are complete and accurate and are in

accordance with generally accepted accounting principles and applicable rules and

regulations. These are the responsibilities of management and the independent auditor.

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