Attached files
| file | filename |
|---|---|
| S-1 - Offshore Petroleum Corp. | v171578_s1.htm |
| EX-5.1 - Offshore Petroleum Corp. | v171578_ex5-1.htm |
| EX-3.2 - Offshore Petroleum Corp. | v171578_ex3-2.htm |
| EX-3.6 - Offshore Petroleum Corp. | v171578_ex3-6.htm |
| EX-3.5 - Offshore Petroleum Corp. | v171578_ex3-5.htm |
| EX-3.4 - Offshore Petroleum Corp. | v171578_ex3-4.htm |
| EX-3.3 - Offshore Petroleum Corp. | v171578_ex3-3.htm |
| EX-3.1 - Offshore Petroleum Corp. | v171578_ex3-1.htm |
| EX-10.3 - Offshore Petroleum Corp. | v171578_ex10-3.htm |
| EX-23.1 - Offshore Petroleum Corp. | v171578_ex23-1.htm |
| EX-10.4 - Offshore Petroleum Corp. | v171578_ex10-4.htm |
| EX-10.5 - Offshore Petroleum Corp. | v171578_ex10-5.htm |
| EX-10.2 - Offshore Petroleum Corp. | v171578_ex10-2.htm |
| EX-10.1 - Offshore Petroleum Corp. | v171578_ex10-1.htm |
Exhibit
3.7
OFFSHORE
PETROLEUM
CORP.
CHARTER
FOR THE
AUDIT
COMMITTEE
OF
THE BOARD OF DIRECTORS
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CHARTER
FOR THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS
OF
OFFSHORE
PETROLEUM CORP.
PURPOSE:
The Audit
Committee will make such examinations, as are necessary to monitor the corporate
financial reporting and the external audits of Offshore Petroleum Corp. and its
subsidiaries (the "Company"), to provide to the Board of Directors the results
of its examinations and recommendations derived there from, to outline to the
Board improvements made, or to be made, in internal accounting controls, to
nominate independent auditors, and to provide to the Board such additional
information and materials as it may deem necessary to make the Board aware of
significant financial matters that require Board attention.
In
addition, the Audit Committee will undertake those specific duties and
responsibilities listed below and such other duties as the Board of Directors
from time to time prescribe.
MEMBERSHIP:
The Audit
Committee shall consist of at least two (2) members of the Board. Not
less than two (2) members of the Audit Committee shall be independent
directors. Each member shall, in the judgment of the Board of
Directors, have the ability to read and understand the Company’s financial
statements. At least one member of the Audit Committee shall, in the
judgment of the Board of Directors, be an audit committee financial expert and
at least one member (who may also serve as the audit committee financial expert)
shall, in the judgment of the Board of Directors, have accounting or related
financial management expertise. The members of the Audit Committee
will be appointed by, and will serve at the discretion of, the Board of
Directors.
RESPONSIBILITIES:
The
responsibilities of the Audit Committee shall include:
1. Reviewing
with management and the independent auditor on a continuing basis the adequacy
of the Company's system of internal controls (including any significant
deficiencies and significant changes in internal controls reported to the Audit
Committee by the independent auditor or management), accounting practices, and
disclosure controls and procedures (and management reports thereon), of the
Company and its subsidiaries.
2. Reviewing
the independent auditors' proposed audit scope and approach.
3. Conducting
a post-audit review of the financial statements and audit findings, including
any significant suggestions for improvement provided to management by the
independent auditors.
4. Reviewing
the performance of the independent auditors.
5. Recommending
the appointment of independent auditors to the Board of Directors, setting the
independent auditor’s compensation, and pre-approving all audit services
provided by the independent auditor.
6. Pre-approving
all permitted non-audit services to be performed by the independent auditor and
establishing policies and procedures for the engagement of the independent
auditor to provide permitted non-audit services.
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7. Reviewing
with management and the independent auditor the annual and quarterly financial
statements of the Company including (a) the Company’s disclosures under
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations”; (b) any material changes in accounting principles or practices used
in preparing the financial statement prior to the filing of a report on Form
10-K or 10-Q with the Securities and Exchange Commission; and (c) items required
by Statement of Auditing Standards 61 and Statement of Auditing Standards 71 in
the case of the quarterly statements.
8. Reviewing
before release if applicable the un-audited quarterly operating results in the
Company's quarterly earnings release and financial information and earning
guidance provided to analysts.
9. Overseeing
compliance with SEC requirements for disclosure of auditor's services and audit
committee members and activities;
10. Reviewing
management's monitoring of compliance with the Company's Standards of Business
Conduct and with the Foreign Corrupt Practices Act;
11. Reviewing,
in conjunction with counsel, any legal matters that could have a significant
impact on the Company's financial statements;
12. Providing
oversight and review of the Company's asset management policies, including an
annual review of the Company's investment policies and performance for cash and
short-term investments;
13. If
necessary, instituting special investigations and, if appropriate hiring special
counsel or experts to assist;
14. Reviewing
related party transactions for potential conflicts of interest;
15. Establishing
“whistler blower” procedures for the confidential and anonymous receipt,
retention, and treatment of complaints regarding the Company’s accounting,
internal controls, and auditing matters, including:
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·
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External
complaints: receiving, retaining and treating complaints that the company
receives (from any source) regarding accounting, internal accounting
controls or auditing matters,
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·
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Internal
complaints: providing a means for the confidential, anonymous submission
by employees of concerns regarding questionable accounting or auditing
matters, and
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·
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Ensuring
that any employee reporting a complaint in good faith shall not be subject
to retaliation.
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16. Establishing
policies for the hiring of employees and former employees of the independent
auditor;
17. Over
seeing the audits of Internal Controls over Financial Reporting;
18. Conducting
an annual performance evaluation of the Audit Committee and annually evaluate
the adequacy of its charter; and
19.
Performing other oversight functions as requested by the full Board of
Directors.
In
addition to the above responsibilities, the Audit Committee will undertake such
other duties as the Board of Directors delegates to it, and will report, at
least annually, to the Board regarding the Committee's examinations and
recommendations.
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MEETINGS:
The Audit
Committee will meet at least four times each year. The Audit
Committee may establish its own schedule, which it will provide to the Board of
Directors in advance.
The Audit
Committee will meet separately with the Chief Executive Officer and separately
with the Chief Financial Officer of the Company at least annually to review the
financial affairs of the Company.
The Audit
Committee will meet with the independent auditors of the Company, at such times
as it deems appropriate, to review the independent auditor's examination and
management report.
REPORTS:
The Audit
Committee will record its summaries of recommendations to the Board in written
form, which will be incorporated as a part of the minutes of the Board of
Directors meeting at which those recommendations are presented.
MINUTES:
The Audit
Committee will maintain written minutes of its meetings, which minutes will be
filed with the minutes of the meetings of the Board of
Directors.
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