Attached files
Exhibit 99.1
CHARTER FOR THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
OF
TUNGSTEN CORP.
PURPOSE:
The Board of Directors of Tungsten Corp. (the "Board" and the "Company,"
respectively) has established an Audit Committee, whose purpose shall be to:
* Oversee the accounting and financial reporting processes of the Company and
audits of the financial statements of the Company;
* Assist the Board in oversight and monitoring of (i) the integrity of the
Company's financial statements, (ii) the Company's compliance with legal
and regulatory requirements, (iii) the independent auditor's
qualifications, independence and performance, and (iv) the Company's
internal accounting and financial controls;
* Prepare the report that the rules of the Securities and Exchange Commission
(the "SEC") require be included in the Company's annual proxy statement;
* Provide the Company's Board with the results of its monitoring and
recommendations derived therefrom; and
* Provide to the Board such additional information and materials as it may
deem necessary to make the Board aware of significant financial matters
that require the attention of the Board.
In addition, the Audit Committee will undertake those specific duties and
responsibilities listedbelow and such other duties as the Board may from time to
time prescribe.
MEMBERSHIP:
The Audit Committee members will be appointed by, and will serve at the
discretion of, the Board. The Audit Committee will consist of at least two (2)
members of the Board. Members of the Audit Committee must meet the following
criteria (as well as any criteria required by the SEC):
* Each member will be an independent director, as defined in the rules and
regulations of(i) the Nasdaq Stock Market, including Nasdaq Rule 5605(a)
and any successor rule thereto, and (ii) the SEC;
* Each member will be able to read and understand fundamental financial
statements, in accordance with the NASDAQ National Market Audit Committee
requirements, at the time of their appointment; and
* At least one (1) member will have past employment experience in finance or
accounting, requisite professional certification in accounting, or other
comparable experience or background, including a current or past position
as a principal financial officer or other senior officer with financial
oversight responsibilities.
RESPONSIBILITIES:
The responsibilities of the Audit Committee shall include:
* Reviewing on a continuing basis the adequacy of the Company's system of
internal controls, including meeting periodically with the Company's
management and the independent auditors to review the adequacy of such
controls and to review before release the disclosure regarding such system
of internal controls required under SEC rules to be contained in the
Company's periodic filings and the attestations or reports by the
independent auditors relating to such disclosure;
* Appointing, compensating and overseeing the work of the independent
auditors (including resolving disagreements between management and the
independent auditors regarding financial reporting) for the purpose of
preparing or issuing an audit report or related work;
* Pre-approving audit and non-audit services provided to the Company by the
independent auditors or subsequently approving non-audit services in those
circumstances where a subsequent approval is necessary and permissible (in
this regard, the Audit Committee shall have the sole authority to approve
the hiring and firing of the independent auditors, all audit engagement
fees and terms and all non-audit engagements, as may be permissible, with
the independent auditors);
* Reviewing and providing guidance with respect to the external audit and the
Company's relationship with its independent auditors by (i) reviewing the
independent auditors' proposed audit scope, approach and independence; (ii)
obtaining on a periodic basis a statement from the independent auditors
regarding relationships and services with the Company which may impact
independence and presenting this statement to the Board, and to the extent
there are relationships, monitoring and investigating them; (iii) reviewing
the independent auditors' peer review conducted every three (3) years; (iv)
discussing with the Company's independent auditors the financial statements
and audit findings, including any significant adjustments, management
judgments and accounting estimates, significant new accounting policies and
disagreements with management and any other matters described in Auditing
Standard No. 16 adopted by the PCAOB, as may be modified or supplemented;
and (v) reviewing reports submitted to the audit committee by the
independent auditors in accordance with the applicable SEC requirements;
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* Reviewing and discussing with management and the independent auditors the
annual audited financial statements and quarterly unaudited financial
statements, including the Company's disclosures under "Management's
Discussion and Analysis of Financial Condition and Results of Operations,"
prior to filing the Company's Annual Report on Form 10-K and Quarterly
Reports on Form 10-Q, respectively, with the SEC;
* Directing the Company's independent auditors to review before filing with
the SEC the Company's interim financial statements included in Quarterly
Reports on Form 10-Q, using professional standards and procedures for
conducting such reviews;
* Conducting a post-audit review of the financial statements and audit
findings, including any significant suggestions for improvements provided
to management by the independent auditors;
* Reviewing before release the unaudited quarterly operating results in the
Company's quarterly earnings release;
* Overseeing compliance with the requirements of the SEC for disclosure of
auditor's services and audit committee members, member qualifications and
activities;
* Reviewing, approving and monitoring the Company's code of ethics for its
senior financial officers;
* Reviewing management's monitoring of compliance with the Company's
standards of business conduct;
* Reviewing, in conjunction with counsel, any legal matters that could have a
significant impact on the Company's financial statements;
* Providing oversight and review at least annually of the Company's risk
management policies, including its investment policies;
* Reviewing the Company's compliance with employee benefit plans;
* Overseeing and reviewing the Company's policies regarding information
technology and management information systems;
* If necessary, instituting special investigations with full access to all
books, records, facilities and personnel of the Company;
* As appropriate, obtaining advice and assistance from outside legal,
accounting or other advisors;
* Reviewing and approving in advance any proposed related party transactions;
* Reviewing its own charter, structure, processes and membership
requirements;
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* Providing a report in the Company's proxy statement in accordance with the
rules and regulations of the SEC; and
* Establishing procedures for receiving, retaining and treating complaints
received by the Company regarding accounting, internal accounting controls
or auditing matters and procedures for the confidential, anonymous
submission by employees of concerns regarding questionable accounting or
auditing matters.
MEETINGS:
The Audit Committee will meet at least four (4) times each year. The Audit
Committee mayestablish its own schedule, which it shall provide to the Board in
advance.
The Audit Committee will meet separately with the chief executive officer and
separately with the principal financial officer of the Company at such times as
are appropriate to review the financial affairs of the Company. The Audit
Committee will meet separately with the independent auditors of the Company, at
such times as it deems appropriate, but not less than quarterly, to fulfill the
responsibilities of the Audit Committee under this charter.
MINUTES:
The Audit Committee shall maintain written minutes of its meetings, which
minutes will be filed with the minutes of the meetings of the Board.
REPORTS:
In addition to preparing the report in the Company's proxy statement in
accordance with the rules and regulations of the SEC, the Audit Committee will
summarize its examinations and recommendations to the Board as may be
appropriate, consistent with the Committee's charter.
COMPENSATION:
Members of the Audit Committee shall receive such fees, if any, for their
service as Audit Committee members as may be determined by the Board in its sole
discretion. Such fees may include retainers or per meeting fees. Fees may be
paid in such form of consideration as is determined by the Board.
Members of the Audit Committee may not receive any compensation from the Company
except the fees that they receive for service as a member of the Board or any
committee thereof.
DELEGATION OF AUTHORITY:
The Audit Committee may delegate to one or more designated members of the Audit
Committee the authority to pre-approve audit and permissible non-audit services,
provided such pre-approval decision is presented to the full Audit Committee at
its scheduled meetings.
