Attached files
| file | filename |
|---|---|
| S-1/A - SMG Industries Inc. | v205198_s1a.htm |
| EX-3.6 - SMG Industries Inc. | v205198_ex3-6.htm |
| EX-1.1 - SMG Industries Inc. | v205198_ex1-1.htm |
| EX-4.5 - SMG Industries Inc. | v205198_ex4-5.htm |
| EX-4.4 - SMG Industries Inc. | v205198_ex4-4.htm |
| EX-5.1 - SMG Industries Inc. | v205198_ex5-1.htm |
| EX-3.4 - SMG Industries Inc. | v205198_ex3-4.htm |
| EX-3.5 - SMG Industries Inc. | v205198_ex3-5.htm |
| EX-10.1 - SMG Industries Inc. | v205198_ex10-1.htm |
| EX-23.1 - SMG Industries Inc. | v205198_ex23-1.htm |
EXHIBIT
99.1
SMG
INDIUM RESOURCES, LTD.
AMENDED
AND RESTATED
CHARTER
OF THE AUDIT COMMITTEE
OF
THE BOARD OF DIRECTORS
The board
of directors (the “Board”) of SMG Indium
Resources, Ltd. (the “Company”) hereby establishes
the Audit Committee of the Board with the following purpose, authority, powers,
duties and responsibilities.
Purpose
The
purpose of the Audit Committee is to represent and assist the Board in its
general oversight of the Company’s accounting and financial reporting processes,
audits of the financial statements, and internal control and audit functions.
Management of the Company is responsible for (1) the preparation,
presentation and integrity of the Company’s financial statements;
(2) accounting and financial reporting principles; and (3) the
Company’s internal controls and procedures designed to promote compliance with
applicable accounting standards and applicable laws, rules and regulations.
The Company’s independent registered accounting firm (the “Auditor”) is responsible for
performing an independent audit of the consolidated financial statements in
accordance with applicable accounting standards for companies similar to the
Company, including the standards of the Public Company Accounting Oversight
Board (“PCAOB”).
The Audit
Committee members are not professional accountants or auditors and their
functions are not intended to duplicate or to certify the activities of
management and the Auditor, nor can the Audit Committee certify that the Auditor
is “independent” under applicable rules. The Audit Committee serves a
Board level oversight role where it oversees the relationship with the Auditor,
as set forth in this charter, receives information and provides advice, counsel
and general direction, as it deems appropriate, to management and the Auditor,
taking into account the information it receives, discussions with the Auditor,
and the experience of the Audit Committee’s members in business, financial and
accounting matters.
Membership
and Structure
The Audit
Committee shall initially be comprised of at least three directors
determined by the Board to meet the director and audit committee member
independence requirements and financial literacy requirements of the NASDAQ
Stock Market LLC (“Nasdaq”). At least one
member of the Audit Committee must be financially sophisticated, as determined
by the Board, and no Audit Committee member may have participated in the
preparation of the financial statements of the Company or any of the Company’s
current subsidiaries at any time during the past three years, each as required
by Nasdaq listing standards. Appointment to the Audit Committee and the
designation of any Audit Committee members as “audit committee financial
experts” shall be made on an annual basis by the full Board. Our
Company may be considered a “commodity stockpiling company” or “CSC”, and
therefore we have adopted the additional audit committee responsibilities and
requirements for commodity stockpiling companies pursuant to Nasdaq Rule
5605(c)(3).
Meetings
of the Audit Committee shall be held at such times and places as the Audit
Committee shall determine, including by teleconference, videoconference or other
electronic interface where all Audit Committee members can hear one another, or
by written consent. When necessary, the Audit
Committee
shall meet in executive session outside of the presence of any senior officer of
the Company. The Chair of the Audit Committee shall report on activities of the
Audit Committee to the full Board. In fulfilling its responsibilities the
Audit Committee shall have authority to delegate its authority to subcommittees,
in each case to the extent permitted by applicable law, rule or
regulation.
Responsibilities
The Audit
Committee shall:
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be
directly responsible for the appointment, replacement, compensation, and
oversight of the work of the Auditor. Such Auditor shall report
directly to the Audit Committee.
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obtain
and review annually a report by the Auditor describing the Company’s
internal accounting and quality-control procedures (as and when applicable
to the Company pursuant to the rules and regulations of the U.S.
Securities and Exchange Commission “SEC”)).
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review
and discuss with the Auditor the written statement from the independent
auditor concerning any relationship between the Auditor and the Company or
any other relationships that may adversely affect the independence of the
Auditor, and, based on such review, assesses the independence of the
Auditor.
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establish
policies and procedures for the review and pre-approval by the Audit
Committee of all auditing services and permissible non-audit services
(including the fees and terms thereof) to be performed by the
Auditor.
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review
and discuss with the Auditor: (a) its audit plans, and audit
procedures, including the scope, fees and timing of the audit;
(b) the results of the annual audit examination and accompanying
management letters; and (c) the results of the Auditor’s procedures
with respect to interim periods.
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review
and discuss reports from the Auditors on (a) all critical accounting
policies and practices used by the Company, (b) alternative
accounting treatments within U.S. generally accepted accounting principles
(“GAAP”) or other
applicable accounting standards related to material items that have been
discussed with management, including the ramifications of the use of the
alternative treatments and the treatment preferred by the Auditor, and
(c) other material written communications between the Auditor and
Company management.
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review
and discuss with the Auditor the Auditor’s judgments as to the quality,
not just the acceptability, of the Company’s accounting principles and
such further matters as the Auditors present the Audit Committee under
GAAP or other applicable accounting standards.
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review
and discuss with the Company’s officers and the Auditor any earnings press
releases (should the Company elect or be required to issue the same),
including the interim financial information and other disclosures included
therein, reviews the year-end audited financial statements and
“Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and, if deemed appropriate, recommend to the
Board that the audited financial statements be included in the Company’s
Annual Report on Form 10-K (for 20-F, as the case may be) for the
year.
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review
and discuss with the Company’s officers and the Auditor various topics and
events that may have significant financial impact on the Company or that
are the subject of discussions between the Company’s officers and the
Auditor.
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review
and discuss with the Company’s officers the Company’s major financial risk
exposures and the steps the Company’s officers have taken to monitor and
control such exposures.
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review,
pass on the fairness of, and approves “related-party transactions” as
required by and in conformance with the rules and regulations or Nasdaq or
the SEC.
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establish
procedures for the identification and management of potential conflicts of
interests, and must review and approve any transactions where such
potential conflicts have been identified. Such review and
procedure shall include any material amendment to the management
agreement, including any change with respect to the compensation of the
manager.
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review
and discuss with the Auditor and the Company’s officers (and, as
applicable, review and recommend appropriate action regarding any material
issues raised regarding): (a) the adequacy and effectiveness of the
Company’s internal controls (including any significant deficiencies and
significant changes in internal controls reported to the Audit Committee
by the Auditor or Company management; and (b) the adequacy and
effectiveness of the Company’s disclosures controls and procedures, and
management reports or certifications thereon.
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review
the use of auditors or accounting professionals other than the
Auditor.
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review
matters related to the corporate compliance activities of the
Company.
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establish
procedures for the receipt, retention and treatment of complaints received
by the Company regarding accounting, internal accounting controls, or
auditing matters, and the confidential, anonymous submission by employees
of concerns regarding questionable accounting or auditing
matters.
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establish
policies for the hiring of employees and former employees of the
Auditor.
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prepare
any report of the Audit Committee that may be required by the rules of the
SEC to be included in the Company’s annual proxy
statement.
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when
appropriate, designate one or more of its members to perform certain of
its duties on its behalf, subject to such reporting to or ratification by
the Audit Committee as the Audit Committee shall
direct.
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will
meet, at a minimum,
quarterly.
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Advisors
The Audit
Committee shall have the authority to engage independent legal, accounting and
other advisors, as it determines necessary to carry out its duties. The
Audit Committee shall have sole authority to approve related fees and retention
terms of such advisors.