Sirna audit committee charter v3.204

AUDIT COMMITTEE CHARTER FOR SIRNA THERAPEUTICS, INC. FEBRUARY 2004 Purpose of Committee The purpose of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Sirna Therapeutics, Inc. (the “Company”) is to oversee on behalf of the Board of Directors the accounting and financial reporting processes of the Company and audits of the financial statements of the Company and to prepare the annual report of the Audit Committee required by applicable Securities and Exchange Commission (the “SEC”) disclosure rules. In doing so, it is the responsibility of the Audit Committee to provide an open avenue of communication between the Board of Directors, Management, personnel responsible for the internal audit function and the independent auditors. Among the matters the Audit Committee will oversee are: (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements, (c) the independent auditors’ qualifications and independence, and (d) the performance of the Company’s internal audit, accounting and financial controls and the Company’s independent auditors. Organization • The Audit Committee shall be appointed annually by, and shall serve at the discretion of, the Board of Directors. • ittee shall consist of at least three members. • Only directors who meet the knowledge and independence requirements of applicable law and NASDAQ in effect from time to time may be members ...