Attached files
Exhibit 99.2
ADVANCED BIOMEDICAL TECHNOLOGIES INC.
DISCLOSURE COMMITTEE
CHARTER
Disclosure Policy
All financial disclosures made by the Corporation to its
security holders or the investment community should (i) be accurate, complete
and timely, (ii) fairly present, in all material respects, the Corporation’s
financial condition, results of operations and cash flows, and (iii) meet any
other legal, regulatory or stock exchange requirements.
Committee Purpose
The Corporation’s Disclosure Committee (the “Committee”)
shall assist the Corporation’s officers and directors (collectively, the “Senior
Officers”) fulfilling the Corporation’s and their responsibilities regarding (i)
the identification and disclosure of material information about the Corporation
and (ii) the accuracy, completeness and timeliness of the Corporation’s
financial reports.
Responsibilities
Subject to the supervision and oversight of Senior
Officers, the Committee shall be responsible for the following
tasks:
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Review and, as necessary, help revise the
Corporation’s controls and other procedures (“Disclosure Controls and
Procedures”) to ensure that (i) information required by the Corporation to
be disclosed to the Securities and Exchange Commission (the “SEC”), and
other written information that the Corporation will disclose to the public
is recorded, processed, summarized and reported accurately and on a timely
basis, and (ii) such information is accumulated and communicated to
management, including the Senior Officers, as appropriate to allow timely
decisions regarding required
disclosure.
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Assist in documenting, and monitoring the integrity
and evaluating the effectiveness of, the Disclosure Controls and
Procedures.
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Review the Corporation’s (i) Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K,
proxy statement, material registration statements, and any other
information filed with the SEC (collectively, the “Reports”), (ii) press
releases containing financial information, earnings guidance,
forward-looking statements, information about material transactions, or
other information material to the Corporation’s security holders, (iii)
correspondence broadly disseminated to shareholders, and (iv) other
relevant communications or presentations (collectively, the “Disclosure
Statements”).
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Discuss information relative to the Committee’s
responsibilities and proceedings, including (i) the preparation of the
Disclosure Statements and (ii) the evaluation of the effectiveness of the
Disclosure Controls and Procedures.
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Other Responsibilities
The Committee shall have such other responsibilities,
consistent with the Committee’s purpose, as any Senior Officer may assign to it
from time to time.
Disclosure Control Considerations
The Committee shall base the review and revision of the
Disclosure Controls and Procedures on the following factors:
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Control
Environment: The directives of the Board and Audit Committee; the
integrity and ethical values of the Corporation’s officers and employees,
including the “tone at the top”; the Corporation’s Code of Conduct; and
the philosophy and operating style of management, including how employees
are organized and how authority is
delegated.
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Risk
Assessment: The identification and analysis of relevant risks to
achieving the goal of accurate and timely disclosure, forming a basis for
determining how the risks should be
managed.
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Control
Activities: The procedures to ensure that necessary actions are
taken to address and handle risks to achievement of
objectives.
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Information
and Communication: The accumulation, delivery and communication of
financial information throughout (i.e., up, down and across) the
organization.
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Monitoring:
The assessment of the quality of the financial reporting systems
over time through ongoing monitoring and separate evaluations, including
through regular management supervision and reporting of deficiencies
upstream.
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Organization
The members of the Committee will be comprised of the
Corporation’s officers and directors.
The Committee may designate two or more individuals, at
least one of whom shall be knowledgeable about financial reporting and another
about law, who can, acting together, review Disclosure Statements when time does
not permit full Committee review.
The Senior Officers at their option may, at any time and
from time to time, assume any or all of the responsibilities of the Disclosure
Committee identified in this Charter, including, for example, approving
Disclosure Statements when time does not permit the full Committee (or the
designated individuals) to meet or act.
Chair
The Chief Financial Officer of the Corporation shall act as
the Chair of the Committee (unless and until another member of the Committee
shall be so appointed by any Senior Officer).
Meetings and Procedures
The Committee shall meet or act as frequently and as
formally or informally as circumstances dictate to (i) ensure the accuracy,
completeness and timeliness of the Disclosure Statements and (ii) evaluate the
Disclosure Controls and Procedures and determine whether any changes to the
Disclosure Controls and Procedures are necessary or advisable in connection with
the preparation of the Reports or other Disclosure Statements, taking into
account developments since the most recent evaluation, including material
changes in the Corporation’s organization and business lines and any material
change in economic or industry conditions.
The Committee shall adopt, whether formally or informally,
such procedures as it deems necessary to facilitate the fulfillment of its
responsibilities.
Full Access
The Committee shall have full access to all of
Corporation’s books, records, assets, facilities and personnel, including the
internal auditors, in connection with fulfilling its
responsibilities.
Charter Review
The Committee shall review and assess this Charter
annually, and recommend any proposed changes to the Senior Officers for
approval.
Interpretation
Any questions of interpretation regarding this Charter, or
the Committee’s responsibilities or procedures, shall be determined initially by
the Chair and, to the extent necessary, ultimately by the Senior
Officers.