Attached files
file | filename |
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S-1/A - S-1/A - Armstrong Energy, Inc. | c64870a4sv1za.htm |
EX-3.4 - EX-3.4 - Armstrong Energy, Inc. | c64870a4exv3w4.htm |
EX-23.3 - EX-23.3 - Armstrong Energy, Inc. | c64870a4exv23w3.htm |
EX-99.2 - EX-99.2 - Armstrong Energy, Inc. | c64870a4exv99w2.htm |
EX-23.2 - EX-23.2 - Armstrong Energy, Inc. | c64870a4exv23w2.htm |
EX-99.3 - EX-99.2 - Armstrong Energy, Inc. | c64870a4exv99w3.htm |
EX-10.61 - EX-10.61 - Armstrong Energy, Inc. | c64870a4exv10w61.htm |
EX-10.54 - EX-10.54 - Armstrong Energy, Inc. | c64870a4exv10w54.htm |
EX-10.45 - EX-10.45 - Armstrong Energy, Inc. | c64870a4exv10w45.htm |
EX-10.52 - EX-10.52 - Armstrong Energy, Inc. | c64870a4exv10w52.htm |
Exhibit 99.1
CHARTER OF THE AUDIT COMMITTEE
OF ARMSTRONG ENERGY, INC.
OF ARMSTRONG ENERGY, INC.
I. | MEMBERSHIP |
The Audit Committee (the Committee) of the board of directors (the Board) of Armstrong
Energy, Inc. (the Company) shall consist of three or more directors. Each member of the
Committee shall be independent in accordance with the requirements of Rule 10A-3 of the Securities
Exchange Act of 1934 and the rules of the NASDAQ stock market. No member of the Committee can have
participated in the preparation of the Companys or any of its subsidiaries financial statements
at any time during the past three years.
Each member of the Committee must be able to read and understand fundamental financial
statements, including the Companys balance sheet, income statement and cash flow statement. At
least one member of the Committee must have past employment experience in finance or accounting,
requisite professional certification in accounting or other comparable experience or background
that leads to financial sophistication. At least one member of the Committee must be an audit
committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who
satisfies this definition of audit committee financial expert will also be presumed to have
financial sophistication.
No member of the Committee may serve simultaneously on the audit committee of more than two
other public companies.
The members of the Committee shall be appointed by the Board based on the recommendations from
the Nominating and Corporate Governance Committee of the Board. The members of the Committee shall
serve for such term or terms as the Board may determine or until earlier resignation or death. The
Board may remove any member from the Committee at any time with or without cause.
II. | PURPOSE |
The purpose of the Committee is to oversee the Companys accounting and financial reporting
processes and the audit of the Companys financial statements.
The primary role of the Committee is to oversee the financial reporting and disclosure
process. To fulfill this obligation, the Committee relies on: management for the preparation and
accuracy of the Companys financial statements; both management and the Companys internal audit
department for establishing effective internal controls and procedures to ensure the Companys
compliance with accounting standards, financial reporting procedures and applicable laws and
regulations; and the Companys independent auditors for an unbiased, diligent audit or review, as
applicable, of the Companys financial statements and the effectiveness of the Companys internal
controls. The members of the Committee are not employees of the Company and are not responsible
for conducting the audit or performing other accounting procedures.
III. | DUTIES AND RESPONSIBILITIES |
The Committee shall have the following authority and responsibilities:
| To (1) select and retain an independent registered public accounting firm to act as the Companys independent auditors for the purpose of auditing the Companys annual financial statements, books, records, accounts and internal controls over financial reporting, subject to ratification by the Companys stockholders of the selection of the independent auditors, (2) set the compensation of the Companys independent auditors, (3) oversee the work done by the Companys independent auditors and (4) terminate the Companys independent auditors, if necessary. | ||
| To select, retain, compensate, oversee and terminate, if necessary, any other 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. | ||
| To pre-approve all audit and permitted non-audit and tax services that may be provided by the Companys independent auditors or other registered public accounting firms, and establish policies and procedures for the Committees pre-approval of permitted services by the Companys independent auditors or other registered public accounting firms on an ongoing basis. | ||
| At least annually, to obtain and review a report by the Companys independent auditors that describes (1) the accounting firms internal quality control procedures, (2) any material issues raised by the most recent internal quality control review, peer review or Public Company Accounting Oversight Board review of the firm or by any other inquiry or investigation by governmental or professional authorities in the past five years regarding one or more audits carried out by the firm and any steps taken to deal with any such issues, and (3) all relationships between the firm and the Company or any of its subsidiaries; and to discuss with the independent auditors this report and any relationships or services that may impact the objectivity and independence of the auditors. | ||
| At least annually, to evaluate the qualifications, performance and independence of the Companys independent auditors, including an evaluation of the lead audit partner; and to assure the regular rotation of the lead audit partner at the Companys independent auditors and consider regular rotation of the accounting firm serving as the Companys independent auditors. | ||
| To review and discuss with the Companys independent auditors (1) the auditors responsibilities under generally accepted auditing standards, (2) the scope and timing of the annual audit and (3) the results, including significant findings, of the annual audit. | ||
| To obtain and review a report by the Companys independent auditors that |
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describes: (1) all critical accounting policies and practices to be used in the audit; (2) all alternative treatments of financial information within generally accepted accounting principals (GAAP) that have been discussed with management, the ramifications of the use of such alternative treatments and the treatment preferred by the auditors; and (3) other material written communications between the auditors and management. | |||
| To review with management and the Companys independent auditors: any major issues regarding accounting principles and financial statement presentation, including any significant changes in the Companys selection or application of accounting principles; any significant financial reporting issues and judgments made in connection with the preparation of the Companys financial statements, including the effects of alternative GAAP methods; and the effect of regulatory and accounting initiatives and off-balance sheet structures on the Companys financial statements. | ||
| To review with management, the internal audit department and the Companys independent auditors the adequacy and effectiveness of the Companys financial reporting processes, internal control over financial reporting and disclosure controls and procedures, including any significant deficiencies or material weaknesses in the design or operation of, and any material changes in, the Companys processes, controls and procedures and any special audit steps adopted in light of any material control deficiencies, and any fraud involving management or other employees with a significant role in such processes, controls and procedures, and review and discuss with management and the Companys independent auditors disclosure relating to the Companys financial reporting processes, internal control over financial reporting and disclosure controls and procedures, the independent auditors report on the effectiveness of the Companys internal control over financial reporting and the required management certifications to be included in or attached as exhibits to the Companys annual report on Form 10-K or quarterly report on Form 10-Q, as applicable. | ||
| To review and discuss with the Companys independent auditors and management the Companys annual audited financial statements (including the related notes), the form of audit opinion to be issued by the auditors on the financial statements and the disclosure under Managements Discussion and Analysis of Financial Condition and Results of Operations to be included in the Companys annual report on Form 10-K before the Form 10-K is filed. | ||
| To recommend to the Board that the audited financial statements and the MD&A section be included in the Companys Form 10-K and produce the audit committee report required to be included in the Companys proxy statement. | ||
| To review and approve the functions of the Companys internal audit department, including its purpose, organization, responsibilities, budget and performance; and to review the scope, performance and results of such departments internal audit |
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plans, including any reports to management and managements response to those reports. | |||
| To set clear Company hiring policies for employees or former employees of the Companys independent auditors that participated in any capacity in any Company audit. | ||
| To establish and oversee 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 Company employees of concerns regarding questionable accounting or auditing matters. | ||
| To review, approve and oversee any transaction between the Company and any related person (as defined in Item 404 of Regulation S-K) and any other potential conflict of interest situations on an ongoing basis, in accordance with Company policies and procedures, and to develop policies and procedures for the Committees approval of related party transactions. | ||
| Discuss with the Board the Companys policies and procedures regarding compliance with applicable laws and regulations and with the Companys Code of Business Conduct and Ethics at least annually. |
IV. | OUTSIDE ADVISORS |
The Committee shall have the authority, in its sole discretion, to retain and obtain the
advice and assistance of independent outside counsel and such other advisors as it deems necessary
to fulfill its duties and responsibilities under this Charter. The Committee shall set the
compensation, and oversee the work, of any outside counsel and other advisors.
The Committee shall receive appropriate funding from the Company, as determined by the
Committee in its capacity as a committee of the Board, for the payment of compensation to the
Companys independent auditors, any other accounting firm engaged to perform services for the
Company, any outside counsel and any other advisors to the Committee.
V. | STRUCTURE AND OPERATIONS |
The Board shall designate a member of the Committee as the chairperson. The Committee shall
meet at least quarterly, and at such times and places as it deems necessary to fulfill its
responsibilities. The Committee shall report regularly to the Board regarding its actions and make
recommendations to the Board as appropriate. The Committee is governed by the same rules regarding
meetings (including meetings in person or by telephone or other similar communications equipment),
action without meetings, notice, waiver of notice, and quorum and voting requirements as are
applicable to the Board.
The Committee shall meet separately, and periodically, with management, members of the
Companys internal audit department and representatives of the Companys independent
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auditors, and
shall invite such members to its meetings as it deems appropriate, to assist in carrying out its
duties and responsibilities. However, the Committee shall meet regularly without such members
present.
The Committee shall review this Charter at least annually and recommend any proposed changes
to the Board for approval.
VI. | DELEGATION OF AUTHORITY |
The Committee shall have the authority to delegate any of its responsibilities, along with the
authority to take action in relation to such responsibilities, to one or more subcommittees as
the Committee may deem appropriate in its sole discretion.
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