Attached files
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8-K - TOP FLIGHT GAMEBIRDS, INC. | v212008_8k.htm |
EX-99.3 - TOP FLIGHT GAMEBIRDS, INC. | v212008_ex99-3.htm |
EX-14.1 - TOP FLIGHT GAMEBIRDS, INC. | v212008_ex14-1.htm |
EX-99.2 - TOP FLIGHT GAMEBIRDS, INC. | v212008_ex99-2.htm |
GLOBAL
PHARM HOLDINGS GROUP, INC.
AUDIT
COMMITTEE CHARTER
A.
Purpose and Scope
The
primary function of the Audit Committee (the "Committee") is to oversee the
accounting and financial reporting processes of Global Pharm Holdings Group,
Inc. and its subsidiaries (the "Corporation"), and the audits of the financial
statements of the Corporation and to exercise the responsibilities and duties
set forth below, including, but not limited to: (a) assist the Board of
Directors in fulfilling its responsibilities by reviewing: (i) the financial
reports provided by the Corporation to the Securities and Exchange Commission
("SEC"), the Corporation's stockholders or to the general public, and (ii) the
Corporation's internal financial and accounting controls, (b) oversee the
appointment, compensation, retention and oversight of the work performed by any
independent public accountants engaged by the Corporation, (c) recommend,
establish and monitor procedures designed to improve the quality and reliability
of the disclosure of the Corporation's financial condition and results of
operations, (d) recommend, establish and monitor procedures designed to
facilitate (i) the receipt, retention and treatment of complaints relating to
accounting, internal accounting controls or auditing matters and (ii) the
receipt of confidential, anonymous submissions by employees of concerns
regarding questionable accounting or auditing matters, (e) engage advisors as
necessary, and (f) determine the funding from the Corporation that is necessary
or appropriate to carry out the Committee's duties.
B.
Composition
The
Committee shall be comprised of such minimum number of directors as to satisfy
the audit committee composition requirements promulgated by the SEC, the
National Association of Securities Dealers, any exchange upon which securities
of the Company are traded, or any governmental or regulatory body exercising
authority over the Company (each a "Regulatory Body" and collectively, the
"Regulatory Bodies"), as in effect from time to time. The composition of the
Committee shall satisfy the independence requirements of any applicable
Regulatory Body, and each member of the Committee shall be free from any
relationship that, in the opinion of the Board of Directors, would interfere
with the exercise of his or her independent judgment as a member of the
Committee.
Each
member of the Committee shall be able to read and understand fundamental
financial statements, including a balance sheet, income statement, and cash flow
statement, and not have participated in the preparation of the financial
statements of the Corporation or any current subsidiary of the Corporation at
any time during the past three years. At least one member of the Committee shall
have had past employment experience in finance or accounting, requisite
professional certification in accounting, or 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
members of the Committee shall be elected by the Board of Directors at the
meeting of the Board of Directors following each annual meeting of stockholders
and shall serve until their successors shall be duly elected and qualified or
until their earlier resignation or removal. Unless a Chair is elected by the
full Board of Directors, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.
The
Committee shall meet with management, the internal auditors, if any, and the
independent accounting firm in executive sessions at least quarterly to discuss
matters for which the Committee has responsibility.
C.
Responsibilities and Duties
To
fulfill its responsibilities and duties, the Committee shall:
Document
Review
1. Review
and assess the adequacy of this Charter periodically as conditions dictate, but
at least annually (and update this Charter if and when
appropriate).
2. Review
with representatives of management and representatives of the independent
accounting firm the Corporation's audited annual financial statements prior to
their filing as part of the Annual Report on Form 10-K. After such review and
discussion, the Committee shall recommend to the Board of Directors whether such
audited financial statements should be published in the Corporation's Annual
Report on Form 10-K. The Committee shall also review the Corporation's quarterly
financial statements prior to their inclusion in the Corporation's Quarterly
Reports on Form 10-Q.
3.
Instruct the independent accounting firm to review the Corporation's interim
financial statements prior to their inclusion in the Corporation's Quarterly
Reports on Form 10-Q.
Independent
Accounting Firm
4. The
Committee shall be directly responsible for the appointment, compensation,
retention and oversight of the work of any independent accounting firm engaged
by the Corporation for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services or any other related
work.
The
authority of the Committee shall include ultimate authority to approve all audit
engagement fees and terms. The Committee shall have the ultimate authority and
responsibility to appoint, evaluate and, when warranted, replace, such
independent accounting firm (or to recommend such replacement for shareholder
approval in any proxy statement).
5.
Resolve any disagreements between management and the independent accounting firm
as to financial reporting matters.
6.
Instruct the independent accounting firm that it should report directly to the
Committee on matters pertaining to the work performed during its engagement and
on matters required by applicable Regulatory Body rules and
regulations.
7. On an
annual basis, receive from the independent accounting firm a formal written
statement identifying all relationships between the independent accounting firm
and the Corporation consistent with Independence Standards Board Standard 1, as
it may be modified or supplemented. The Committee shall actively engage in a
dialogue with the independent accounting firm as to any disclosed relationships
or services that may impact the independent accounting firm's objectivity and
independence. The Committee shall take appropriate action to oversee the
independence of the independent accounting firm.
8. On an
annual basis, discuss with representatives of the independent accounting firm
the matters required to be discussed by Statement on Auditing Standards 61, as
it may be modified or supplemented.
9. Meet
with the independent accounting firm prior to the audit to review the planning
and staffing of the audit and consider whether or not to approve the auditing
services proposed to be provided.
10.
Evaluate the performance of the independent accounting firm and consider the
discharge of the independent accounting firm when circumstances warrant. The
independent accounting firm shall be ultimately accountable to the
Committee.
11.
Oversee the rotation of the lead (or coordinating) audit partner having primary
responsibility for the audit and the audit partner responsible for reviewing the
audit at least once every five years, and oversee the rotation of other audit
partners, in accordance with applicable rules and regulations.
12.
Consider in advance whether or not to approve any audit and non-audit services
to be performed by the independent accounting firm required to be approved by
the Committee pursuant to the rules and regulations of any applicable Regulatory
Body and adopt and implement policies for such pre-approval.
13. The
Committee shall have the authority to oversee and determine the compensation of
any independent accounting firm engaged by the Corporation and shall notify the
Corporation of anticipated funding needs of the Committee.
Internal
Audit Function
14.
Review the responsibilities, budget and staffing of any internal
auditors.
15.
Review the significant reports to management prepared by any internal auditors
and management's responses.
Financial
Reporting Processes
16. In
consultation with the independent accounting firm and management, review
annually the adequacy of the Corporation's internal control over financial
reporting.
17.
Review disclosures made to the Committee by the Corporation's chief executive
officer and chief financial officer in connection with their certifications of
the Corporation's Annual Reports on Form 10-K and Quarterly Reports on Form
10-Q, including disclosures concerning (a) evaluations of the design and
operation of the Corporation's internal control over financial reporting, (b)
significant deficiencies and material weaknesses in the design and operation of
the Corporation's internal control over financial reporting which are reasonably
likely to adversely affect the Corporation's ability to record, process,
summarize, and report financial information, and (c) any fraud, whether or not
material, that involves management or other employees who have a significant
role in the Corporation's internal controls. The Committee shall direct the
actions to be taken and/or make recommendations to the Board of Directors of
actions to be taken to the extent such disclosures indicate the finding of any
significant deficiencies in internal controls or fraud.
18.
Regularly review the Company's critical accounting policies and accounting
estimates resulting from the application of these policies and inquire at least
annually of both the Corporation's internal auditors, if any, and the
independent accounting firm as to whether either has any concerns relative to
the quality or aggressiveness of management's accounting policies.
19.
Request and review periodic reports from management of the Corporation as to the
Corporation's processes for reporting on internal controls of the Corporation as
required by Section 404 of the Sarbanes-Oxley Act of 2002.
Compliance
20. To
the extent deemed necessary by the Committee to carry out its duties, it shall
have the authority to engage outside counsel, independent accounting consultants
and/or other experts at the Corporation's expense.
21.
Determine the funding necessary for (i) compensation of any independent
accounting firm engaged for the purpose of preparing or issuing an audit report
or performing other audit, review or attest services for the Corporation, (ii)
ordinary administrative expenses of the Committee that are necessary or
appropriate in carrying out the Committee's duties, and (iii) compensation of
any outside advisors to be engaged by the Committee and notify the Corporation
of anticipated funding needs of the Committee.
22.
Establish written procedures for (a) the receipt, retention, and treatment of
complaints received by the Corporation regarding accounting, internal accounting
controls, or auditing matters; and (b) the confidential, anonymous submission by
employees of the Corporation of concerns regarding questionable accounting or
auditing matters.
23.
Investigate any allegations that any officer or director of the Corporation,or
any other person acting under the direction of any such person, took any action
to fraudulently influence, coerce, manipulate, or mislead any independent public
or certified accountant engaged in the performance of an audit of the financial
statements of the Corporation for the purpose of rendering such financial
statements materially misleading and, if such allegations prove to be correct,
take or recommend to the Board of Directors appropriate disciplinary
action.
Reporting
24.
Prepare, in accordance with the rules of the SEC, as modified or supplemented
from time to time, a written report of the Committee to be included in the
Corporation's annual proxy statement for each annual meeting of
stockholders.
25. To
the extent required by any Regulatory Body, instruct the Corporation's
management to disclose in its annual proxy statement for each annual meeting of
stockholders, Annual Report on Form 10-K and Quarterly Report on Form 10-Q, the
approval by the Committee of any non-audit services performed by the independent
accounting firm, and review the substance of any such disclosure and the
considerations relating to the compatibility of such services with maintaining
the independence of the accounting firm.
While the
Audit Committee has the responsibilities and powers set forth in this Charter,
it is not the duty of the Audit Committee to plan or conduct audits or to
determine that the Corporation's financial statements are complete and accurate
and are in accordance with generally accepted accounting
principles.