Audit Compl Comm Charter 11-08 Website

AUDIT & COMPLIANCE COMMITTEE CHARTER Rev. 11/19/2008 AUDIT & COMPLIANCE COMMITTEE CHARTER I. Purpose The Audit and Compliance Committee (the “Committee”) is appointed by the Board of Directors of SBT Bancorp, Inc. (the “Company”) to assist the Company’s Board of Directors (“Board of Directors”) in the oversight of: • The integrity of the Company’s financial statements. • The independent auditor’s qualifications and independence. • The performance of the Company’s internal audit function. • The Company and the Bank’s compliance with legal and regulatory requirements. II. Authority The Committee will have full authority to: • Appoint, compensate, retain, terminate and oversee the Company’s independent auditor. • Ensure the direct reporting of the independent auditor to the Committee. • Determine the independence of the independent auditor and oversee the continuing independence of such independent auditor. • Conduct or authorize any investigation appropriate to fulfill its responsibilities. • Engage such independent counsel and other advisors as the Committee deems necessary to carry out its responsibilities. • Access directly the independent auditor, the internal audit firm, and employees of the Company and the Bank, including the Company’s and the Bank’s outside legal counsel. • Resolve disputes between management and the independent auditor or the internal ...