Attached files
| file | filename |
|---|---|
| 10-K - FORM 10-K - EXCELSIOR VENTURE PARTNERS III LLC | v172648_10k.htm |
| EX-14 - EXHIBIT 14 - EXCELSIOR VENTURE PARTNERS III LLC | v172648_ex14.htm |
| EX-32.1 - EXHIBIT 32.1 - EXCELSIOR VENTURE PARTNERS III LLC | v172648_ex32-1.htm |
| EX-31.2 - EXHIBIT 31.2 - EXCELSIOR VENTURE PARTNERS III LLC | v172648_ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - EXCELSIOR VENTURE PARTNERS III LLC | v172648_ex31-1.htm |
Exhibit 99(a)
CONSOLIDATED AUDIT COMMITTEE
CHARTER
EXCELSIOR
VENTURE PARTNERS III, LLC
EXCELSIOR
VENTURE INVESTORS III, LLC
June 3,
2003
This consolidated charter sets forth the
purpose, authority and responsibilities of the Audit Committees of the Boards of
Directors of Excelsior Venture Partners III, LLC (“Partners III”) and Excelsior
Venture Investors III, LLC (“Investors III”) (the "Board" in this Charter shall
be understood to refer to each Board acting separately and references to the
Company shall be understood to refer to each of Partners III and Investors III,
each of which is adopting this consolidated charter).
Purposes
The Audit Committee of each Board (the
“Committee”, which term refers to each Committee separately) has, as its primary
purpose, oversight responsibility with respect to: (a) the adequacy
of the Company's accounting and financial reporting processes, policies and
practices; (b) the integrity of the Company's financial statements and the
independent audit thereof; (c) the adequacy of the Company's overall system of
internal controls and, as appropriate, the internal controls of certain service
providers; (d) the Company's compliance with certain legal and regulatory
requirements; (e) determining the qualification and independence of the
Company's independent auditors; and (f) the Company's internal audit
function.
Authority
The Committee has been duly established
by the Board and shall have the resources and authority appropriate to discharge
its responsibilities, including the authority to retain counsel and other
experts or consultants at the expense of the Company. The Committee
has the authority and responsibility to retain and terminate the Company’s
independent auditors. In connection therewith, the Committee must
evaluate the independence of the Company’s independent auditors and receive the
auditors’ specific representations as to their independence.
Composition
and Term of Committee Members
The Committee shall be comprised of the
Directors or Managers who are "Independent Directors or Managers," which term
shall mean each Director or Manager (i) who is not an “interested person,” as
defined in the Investment Company Act of 1940, as amended, of the Company; and
(ii) who has not accepted directly or indirectly any consulting, advisory, or
other compensatory fee from the Company (other than fees for serving as a
Director or Manager or member of such Company's Audit Committee). The
members of the Committee shall designate one member to serve as Chairman of the
Committee, with Mr. Gene M. Bernstein serving as the initial Chairman of the
Committee.
Each member of the Committee shall serve
until a successor is appointed.
The Board shall determine
whether: (i) the Committee has at least one member who is an “audit
committee financial expert,” ("ACFE") as such term is defined in the rules
adopted under Section 407 of the Sarbanes-Oxley Act of 2002. The
designation of a person as an ACFE is not intended to impose any greater
responsibility or liability on that person than the responsibility and liability
imposed on such person as a member of the Committee, nor does it decrease the
duties and obligations of other Committee members or the
Board.
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Meetings
The Committee shall meet on a regular
basis and no less frequently than semi-annually. Periodically, the Committee
shall meet to discuss with management the annual audited financial statements
and quarterly or semi-annual financial statements. Periodically, the Committee
should meet separately with management, the Company’s administrator and
independent auditors to discuss any matters that the Committee or any of these
persons or firms believes should be discussed privately. The Committee may
request any officer or employee of the Company’s investment adviser or the
Company’s legal counsel (or counsel to the Independent Directors or Managers of
the Board) or independent auditors to attend a meeting of the Committee or to
meet with any members of, or consultants to, the Committee.
Minutes of each meeting will be taken
and circulated to all members of the Committee in a timely
manner.
Any action of the Committee requires the
vote of a majority of the Committee members present, whether in person or
otherwise, at the meeting at which such action is considered. At any
meeting of the Committee, one member of the Committee shall constitute a quorum
for the purpose of taking any action.
Duties
and Powers and of the Committee
The duties and powers of the Committee
include, but are not limited to, the following:
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bear
direct responsibility for the appointment, compensation, retention and
oversight of the work of the Company's independent auditors (including
resolution of disagreements between management and the auditor regarding
financial reporting) for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the
Company, and the independent auditors must report directly to the
Committee;
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set
the compensation of the independent auditors, such amount to be paid by
the Company;
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evaluate
the independence of the Company’s independent auditors and receive the
auditors' specific representations as to their
independence;
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to
the extent required by applicable law, pre-approve: (i) all
audit and non-audit services that the Company’s independent auditors
provide to the Company, and (ii) all non-audit services that the Company’s
independent auditors provide to the Company’s investment adviser and any
entity controlling, controlled by, or under common control with the
investment adviser that provides ongoing services to the Company, if the
engagement relates directly to the operations and financial reporting of
the Company;
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meet with the Company's
independent auditors, including private meetings, as necessary to
(i) review the arrangements for and scope of the annual audit and
any special audits; (ii) discuss any matters of concern relating to
the Company's financial statements, including any adjustments to such
statements recommended by the auditors, or other results of the audit;
(iii) consider the auditor's comments with respect to the Company's
financial policies, procedures and internal accounting controls and
management's responses thereto; and (iv) review the form of opinion
the auditors propose to render to the Directors or Managers and the
stockholders or members of the
Company;
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review
reports prepared by the Company’s independent auditors detailing the fees
paid to the Company’s independent auditors for: (i) audit
services (includes all services necessary to perform an audit, services
provided in connection with statutory and regulatory filings or
engagements and other services generally provided by independent auditors,
such as comfort letters, statutory audits, attest services, consents and
assistance with, and review of, documents filed with the Securities and Exchange
Commission "SEC"); (ii) audit-related services (covers assurance and due
diligence services, including, employee benefit plan audits, due diligence
related to mergers and acquisitions, consultations and audits in
connection with acquisitions, internal control reviews and consultations
concerning financial accounting and reporting standards); (iii) tax
services (services performed by a professional staff in the accounting
firm's tax division, except those services related to the audit, including
tax compliance, tax planning and tax advice); and (iv) other services
(includes financial information systems implementation and
design);
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ensure
that the Company’s independent auditors prepare and deliver annually to
the Committee a written statement (the “Auditors’ Statement”)
describing: (i) the auditors’ internal quality control
procedures; (ii) any material issues raised by the most recent internal
quality control review or peer review of the auditors, or by any inquiry
or investigation by governmental or professional authorities within the
preceding five years respecting one or more independent audits carried our
by the auditors, and any steps taken to deal with any such issues; and
(iii) all relationships between the independent auditors and the Company,
including each non-audit service provided to the Company and the matters
set forth in Independence Standards Board No.
1;
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receive
and review periodic written reports or updates from the Company’s
independent auditors regarding any: (i) critical accounting
policies to be used; (ii) alternative accounting treatments that have
been discussed with the Company’s management along with a description of
the ramifications of the use of such alternative treatments and the
treatment preferred by the independent auditors; (iii) material
written communications between the auditor and management of the Company;
and (iv) all non-audit services provided to any entity in the Company’s
investment company complex that were not pre-approved by the
Committee;
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oversee
the Company's internal controls and annual and quarterly or semi-annual
financial reporting process, including results of the annual
audit. Oversee internal accounting controls relating to the
activities of the Company’s custodian, investment adviser and
administrator through the periodic review of reports, discussions with
appropriate officers and consideration of reviews provided by internal
audit staff;
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meet
with the Company’s internal auditors (or other personnel responsible for
the internal audit function) following an internal audit of the Company to
discuss significant risks and exposures, if any, to the Company’s risk
management processes and system of internal controls, and the steps taken
to monitor and minimize such risks;
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review
of any issues brought to the Committee's attention by independent auditors
or the Company's management, including those relating to any deficiencies
in the design or operation of internal controls which could adversely
affect the Company’s ability to record, process, summarize and report
financial data, any material weaknesses in internal controls and any
fraud, whether or not material, that involves management or other
employees who have a significant role in the Company’s internal
controls;
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review
and evaluate the qualifications, performance and independence of the lead
partner of the Company's independent
auditors;
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require
the Company's independent auditors to report any instance of an audit
partner of those auditors earning or receiving compensation based on that
partner procuring engagements with the Company to provide any services
other than audit, review or attest
services;
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resolve
any disagreements between the Company’s management and independent
auditors concerning the Company’s financial
reporting;
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to
the extent there are Directors or Managers who are not members of the
Committee, report its activities to the full Board on a regular basis and
make such recommendations with respect to the above and other matters as
the Committee may deem necessary or
appropriate;
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review
the Committee’s charter at least annually and recommend any material
changes to the Board; and
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review
such other matters as may be appropriately delegated to the Committee by
the Board.
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