Attached files
file | filename |
---|---|
10-K - Triangle Petroleum Corp | v180495_10k.htm |
EX-10.12 - Triangle Petroleum Corp | v180495_ex10-12.htm |
EX-23.01 - Triangle Petroleum Corp | v180495_ex23-01.htm |
EX-32.01 - Triangle Petroleum Corp | v180495_ex32-01.htm |
EX-31.01 - Triangle Petroleum Corp | v180495_ex31-01.htm |
EX-10.11 - Triangle Petroleum Corp | v180495_ex10-11.htm |
EX-31.02 - Triangle Petroleum Corp | v180495_ex31-02.htm |
Exhibit
14.02
TRIANGLE
PETROLEUM CORPORATION
AUDIT
COMMITTEE CHARTER
Signature
of Chairman of the Board of Directors: _____________________
Date approved: November 30,
2009
Organization
There
shall be a committee appointed by the Board of Directors (the “Board”) of
Triangle Petroleum Corporation, a Nevada corporation (the “Corporation”), of
members of the Board of Directors a majority of which shall be independent
non-employee directors to be known as the audit committee (the
“Committee”). The number of Committee members shall be as determined
by the Board consistent with the Corporation’s certificate of incorporation and
by-laws as the same may be amended from time to time. The Committee shall be
composed of directors who are independent of the management of the Corporation
and are free of any relationship that, in the opinion of the Board, would
interfere with their exercise of independent judgment as a Committee
member. All members of the Committee shall have a working familiarity
with basic finance and accounting practices and at least one member of the
Committee shall be a “financial expert” as defined by the Securities and
Exchange Commission in its rules. The Committee Chair and members
shall be designated annually by a majority vote of the full Board, and may be
removed, at any time, with or without cause, by a majority vote of the full
Board. Vacancies shall be filled by a majority vote of the full
Board.
Statement
of Purpose
The
Committee shall provide assistance to the Board in fulfilling their
responsibility to the shareholders, potential shareholders and investment
community relating to corporate accounting, reporting practices of the
Corporation, the quality and integrity of the financial reports of the
Corporation and the Corporation’s compliance with legal and regulatory
requirements. In so doing, it is the responsibility of the Committee
to maintain free and open means of communication between the directors, the
independent auditors and the financial management to the
Corporation.
Responsibilities
In
carrying out its responsibilities, the Committee believes its policies and
procedures should remain flexible, in order to best react to changing conditions
and to ensure to the directors and shareholders that the corporate accounting
and reporting practices of the Corporation are in accordance with all
requirements and are of the highest quality.
In
carrying out these responsibilities, the Committee will:
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Serve
as an independent and objective party to monitor the Corporation’s
financial reporting process and internal control system and complaints or
concerns relating thereto;
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Recommend,
for shareholder approval, the independent auditor to examine the
Corporation’s accounts, controls and financial statements. The
Committee shall have the sole authority and responsibility to select,
evaluate and if necessary replace the independent auditor. The
Committee shall have the sole authority to approve all audit engagement
fees and terms and the Committee, or a member of the Committee, must
pre-approve any non-audit service provided to the Corporation by the
Corporation’s independent auditor;
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Meet
with the independent auditors and financial management of the Corporation
to review the scope of the proposed audit for the current year and the
audit procedures to be utilized, and at the conclusion thereof review such
audit, including any comments or recommendations of the independent
auditors;
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Obtain
and review at least annually, a formal written report from the independent
auditor setting forth its internal quality–control procedures; material
issues raised in the prior five years by its internal quality–control
reviews and their resolution. The Committee will review at
least annually all relationships between the independent auditor and the
Corporation;
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Ensure
that the lead audit partner assigned by the independent auditor as well as
the audit partner responsible for reviewing the audit of the corporation’s
financial statements shall be changed at least every five
years;
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Review
and appraise the audit efforts of independent auditors of the Corporation
and, where appropriate, recommend the replacement of the independent
auditors;
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Consider
and approve, if appropriate, major changes to the Corporation’s accounting
principles and practices as suggested by the independent auditors or
management;
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Establish
regular and separate systems of reporting to the Committee by management
and the independent auditors regarding any significant judgements made in
management’s preparation of the financial statements and the view of each
as to appropriateness of such judgments and additional items as required
under the Sarbanes-Oxley Act including critical accounting
policies;
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Review
with the independent auditors and financial accounting personnel, the
adequacy and effectiveness of the accounting and financial controls of the
Corporation, and elicit any recommendations for the improvement of such
internal control procedures or particular areas where new or more detailed
controls or procedures are desirable. Particular emphasis
should be given to the adequacy of such internal controls to assess and
manage financial risk exposure and to expose any payments, transactions or
procedures that might be deemed illegal or otherwise
improper;
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If
required or applicable, review and approve the internal corporate audit
staff functions, including (i) purpose, authority and organizational
reporting lines; (ii) annual audit plan, budget and staffing; (iii)
concurrence in the appointment, compensation and rotation of the internal
audit management function; and (iv) results of internal
audits;
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Review
the financial statements contained in the annual report and quarterly
report to shareholders with management and the independent auditors to
determine that the independent auditors are satisfied with the disclosure
and content of the financial statements to be presented to the
shareholders. Any changes in accounting principles should be
reviewed;
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Prepare
and publish an annual Committee report in the proxy statement of the
Corporation;
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Review
with management of the Corporation any financial information filed with
any securities commission, including the Securities and Exchange
Commission, or disseminated to the public, including any certification,
report, opinion or review rendered by the independent
auditors;
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Provide
sufficient opportunity for the independent auditors to meet with the
members of the Committee without members of management
present. Among the items to be discussed in these meetings are
the independent auditors’ evaluation of the Corporation’s financial,
accounting and auditing personnel, and the cooperation that the
independent auditors received during the course of the
audit;
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Establish
procedures for receiving and treating complaints received by the
Corporation regarding accounting, internal accounting controls and
auditing matters, and the confidential anonymous submission by employees
of concerns regarding questionable accounting or auditing
matters;
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Submit
the minutes of all meetings of the Committee to, or discuss the matters
discussed at each Committee meeting with, the Board;
and
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Investigate
any matter brought to its attention within the scope of its duties, with
the power to retain outside advisors for this purpose if, in its judgment,
that is appropriate.
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Committee
Performance Evaluation
The
Committee shall annually conduct an evaluation of its performance in fulfilling
its responsibilities and meeting its goals, as outlined
above.
Meetings
A
majority of Committee members shall constitute a quorum for the transaction of
business. The action of a majority of those present at a meeting at
which a quorum is attained, shall be the act of the Committee. The
Committee may delegate matters within its responsibility to subcommittees
composed of certain of its members. The Committee shall meet in
executive session without the presence of any members of management as often as
it deems appropriate. The Committee shall meet as required, keep a
record of its proceedings, if appropriate or needed, and report thereon from
time to time to the Board.
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