Attached files
| file | filename |
|---|---|
| 10-K - APPLIED ENERGETICS, INC. | v177422_10k.htm |
| EX-23 - APPLIED ENERGETICS, INC. | v177422_ex23.htm |
| EX-99.2 - APPLIED ENERGETICS, INC. | v177422_ex99-2.htm |
EXHIBIT 99.3
APPLIED
ENERGETICS, INC.
AUDIT
COMMITTEE CHARTER
Purpose
There
shall be a committee of the board of directors (the "Board") of Applied
Energetics, Inc. (the “Company”) to be known as the audit
committee. The audit committee’s purpose is to:
(A)
oversee the accounting and financial reporting processes of the Company and the
audits of the financial statements of the Company; and
(B)
prepare an audit committee report as required by the SEC’s rules to be included
in the Company’s annual proxy statements, or, if the Company does not file a
proxy statement, in the Company’s annual report filed on Form 10-K with the
SEC.
Composition
The audit
committee shall have at least three (3) members, each of whom must meet the
following conditions: (i) be independent as defined under Rule 4200(a)(15) of
The Nasdaq Stock Market (except as set forth in Rule 4350 (d)(2)(B)); (ii) meet
the criteria for independence set forth in Rule 10A-3(b)(1) under the Securities
Exchange Act of 1934 (subject to the exemptions provided in Rule 10A-3(c));
(iii) not have participated in the preparation of the financial statements of
the Company or any current subsidiary of the Company at any time during the past
three years; and (iv) be able to read and understand fundamental financial
statements, including a Company’s balance sheet, income statement, and cash flow
statement. Additionally, at least one member of the audit committee
must have past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience or
background which results in the individual’s financial sophistication, including
being or having been a chief executive officer, chief financial officer or other
senior officer with financial oversight responsibilities.
The Board
shall elect or appoint a chairperson of the audit committee (or, if it does not
do so, the audit committee members shall elect a chairperson by vote of a
majority of the full committee); the chairperson will have authority to act on
behalf of the audit committee between meetings.
Specific Responsibilities
and Authority
The
specific responsibilities and authority of the audit committee shall be as
follows:
(A) be
directly responsible for the appointment, compensation, retention and oversight
of the work of any registered public accounting firm engaged (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 each such
registered public accounting firm must report directly to the audit
committee.
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(B)
establish procedures for (i) the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls or
auditing matters, and (ii) the confidential, anonymous submissions by Company
employees of concerns regarding questionable accounting or auditing
matters;
(C) have
the authority to engage independent counsel and other advisers, as it determines
necessary to carry out its duties;
(D)
receive appropriate funding from the Company, as determined by the audit
committee in its capacity as a committee of the Board, for payment of: (i)
compensation to any registered public accounting firm engaged for the purpose of
preparing or issuing an audit report or performing other audit, review or attest
services for the Company; (ii) compensation to any advisers employed by the
audit committee; and (iii) ordinary administrative expenses of the
audit committee that are necessary or appropriate in carrying out its
duties;
(E)
ensure its receipt from the outside auditors of a formal written statement
delineating all relationships between the auditor and the Company, consistent
with Independence Standards Board Standard 1, and actively engaging in a
dialogue with the auditor with respect to any disclosed relationships or
services that may impact the objectivity and independence of the auditor and for
taking, or recommending that the full Board take, appropriate action to oversee
the independence of the outside auditor;
(F)
report regularly to the Board;
(G) make
an annual performance evaluation of the audit committee;
(H)
review and reassess the adequacy of the audit committee’s charter
annually;
(I)
review and approve all transactions between the Company and any related person
that are required to be disclosed pursuant to SEC Registration S-K, item 404
(“Item 404”). The terms “Related person” and “transaction” shall have
the meanings given to such terms in Item 404, as may be amended from time to
time;
(J)
comply with all preapproval requirements of Section 10A(i) of the Securities
Exchange Act of 1934 and all SEC rules relating to the administration by the
audit committee of the auditor engagement to the extent necessary to maintain
the independence of the auditor as set forth in 17 CFR Part 210.2-01(c)(7);
and
(K) take
such other actions and make such other recommendations to the Board on such
matters, within the scope of its function, as may come to its attention and
which in its discretion warrant consideration by the Board.
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Meetings
The audit
committee shall meet at least four times per year on a quarterly basis, or more
frequently as circumstances require. One or more meetings may be
conducted in whole or in part by telephone conference call or similar means if
it is impracticable to obtain the personal presence of each audit committee
member. The Company shall make available to the audit committee, at
its meetings and otherwise, such individuals and entities as may be designated
from time to time by the audit committee, such as members of management
including (but not limited to) the internal audit and accounting staff, the
independent auditors, inside and outside counsel, and other individuals or
entities (whether or not employed by the Company and including any corporate
governance employees and individuals or entities performing internal audit
services as independent contractors).
Delegation
Any
duties and responsibilities of the audit committee, including, but not limited
to, the authority to preapprove all audit and permitted non-audit services, may
be delegated to one or more members of the audit committee or a subcommittee of
the audit committee.
Limitations
The audit
committee is responsible for the duties and responsibilities set forth in this
charter, but its role is oversight and therefore it is not responsible for
either the preparation of the Company’s financial statements or the auditing of
the Company’s financial statements. The members of the audit
committee are not employees of the Company and may not be accountants or
auditors by profession or experts in accounting or
auditing. Management has the responsibility for preparing the
financial statements and implementing internal controls and the independent
auditors have the responsibility for auditing the financial statements and
monitoring the effectiveness of the internal controls, subject, in each case, to
the oversight of the audit committee described in this charter. The
review of the financial statements by the audit committee is not of the same
character or quality as the audit performed by the independent
auditors. The oversight exercised by the audit committee is not a
guarantee that the financial statements will be free from mistake or
fraud. In carrying out its responsibilities, the audit committee
believes its policies and procedures should remain flexible in order to best
react to a changing environment.
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