Attached files
Exhibit 99.1
Audit
Committee Charter
PURPOSE
To assist
the board of directors in fulfilling its oversight responsibilities for the
financial reporting process, the system of internal control, the audit process,
and the company's process for monitoring compliance with laws and regulations
and the code of conduct.
AUTHORITY
The audit
committee has authority to conduct or authorize investigations into any matters
within its scope of responsibility. It is empowered to:
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Appoint,
compensate, and oversee the work of any registered public accounting firm
employed by the organization.
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Resolve
any disagreements between management and the auditor regarding financial
reporting.
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Pre-approve
all auditing and non-audit
services.
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Retain
independent counsel, accountants, or others to advise the committee or
assist in the conduct of an
investigation.
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Seek
any information it requires from employees-all of whom are directed to
cooperate with the committee's requests-or external
parties.
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Meet
with company officers, external auditors, or outside counsel, as
necessary.
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COMPOSITION
The audit
committee will consist of at least two and no more than six
members.
Each
committee member will be both independent and financially literate. At least one
member shall be designated as the "financial expert," as defined by applicable
legislation and regulation.
MEETINGS
The
committee will meet at least four times a year, with authority to convene
additional meetings, as circumstances require. All committee members are
expected to attend each meeting, in person or via tele- or video-conference. The
committee will invite members of management, auditors or others to attend
meetings and provide pertinent information, as necessary. It will hold private
meetings with auditors (see below) and executive sessions. Meeting agendas will
be prepared and provided in advance to members, along with appropriate briefing
materials. Minutes will be prepared.
RESPONSIBILITIES
The
committee will carry out the following responsibilities:
Financial
Statements
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Review
significant accounting and reporting issues, including complex or unusual
transactions and highly judgmental areas, and recent professional and
regulatory pronouncements, and understand their impact on the financial
statements.
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Review
with management and the external auditors the results of the audit,
including any difficulties
encountered.
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Review
the annual financial statements, and consider whether they are complete,
consistent with information known to committee members, and reflect
appropriate accounting principles.
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Review
other sections of the annual report and related regulatory filings before
release and consider the accuracy and completeness of the
information.
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Review
with management and the external auditors all matters required to be
communicated to the committee under generally accepted auditing Standards.
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Understand
how management develops interim financial information, and the nature and
extent of internal and external auditor
involvement.
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Review
interim financial reports with management and the external auditors before
filing with regulators, and consider whether they are complete and
consistent with the information known to committee
members.
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Internal
Control
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Consider
the effectiveness of the company's internal control system, including
information technology security and
control.
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Understand
the scope of internal and external auditors' review of internal control
over financial reporting, and obtain reports on significant findings and
recommendations, together with management's
responses.
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Internal
Audit
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Review
with management and the chief audit executive the charter, activities,
staffing, and organizational structure of the internal audit
function.
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Have
final authority to review and approve the annual audit plan and all major
changes to the plan.
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Ensure
there are no unjustified restrictions or limitations, and review and
concur in the appointment, replacement, or dismissal of the chief audit
executive.
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At
least once per year, review the performance of the internal audit team and
concur with the annual compensation and salary
adjustment.
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Review
the effectiveness of the internal audit function, including compliance
with The Institute of Internal Auditors' International Standards for
the Professional Practice of Internal
Auditing.
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On
a regular basis, meet separately with the internal audit in charge to
discuss any matters that the committee or internal audit believes should
be discussed privately.
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External
Audit
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Review
the external auditors' proposed audit scope and approach, including
coordination of audit effort with internal
audit.
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Review
the performance of the external auditors, and exercise final approval on
the appointment or discharge of the
auditors.
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Review
and confirm the independence of the external auditors by obtaining
statements from the auditors on relationships between the auditors and the
company, including non-audit services, and discussing the relationships
with the auditors.
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On
a regular basis, meet separately with the external auditors to discuss any
matters that the committee or auditors believe should be discussed
privately.
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Compliance
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Review
the effectiveness of the system for monitoring compliance with laws and
regulations and the results of management's investigation and follow-up
(including disciplinary action) of any instances of
noncompliance.
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Review
the findings of any examinations by regulatory agencies, and any auditor
observations.
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Review
the process for communicating the code of conduct to company personnel,
and for monitoring compliance
therewith.
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Obtain
regular updates from management and company legal counsel regarding
compliance matters.
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Reporting
Responsibilities
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Regularly
report to the board of directors about committee activities, issues, and
related recommendations.
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Provide
an open avenue of communication between internal audit, the external
auditors, and the board of
directors.
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Report
annually to the shareholders, describing the committee's composition,
responsibilities and how they were discharged, and any other information
required by rule, including approval of non-audit
services.
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Review
any other reports the company issues that relate to committee
responsibilities.
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Other
Responsibilities
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Perform
other activities related to this charter as requested by the board of
directors.
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Institute
and oversee special investigations as
needed.
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Review
and assess the adequacy of the committee charter annually, requesting
board approval for proposed changes, and ensure appropriate disclosure as
may be required by law or
regulation.
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Confirm
annually that all responsibilities outlined in this charter have been
carried out.
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Evaluate
the committee's and individual members' performance on a regular
basis.
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