Audit Committee Charter
1. Purpose
The primary function of the Audit Committee is to assist the Board of Directors (hereinafter the "Board") in fulfilling its responsibilities by reviewing the following:
- Follow-up of the financial position of the Company
- Supervision of financial reporting (financial statements, interim reports)
- Evaluation of the adequacy and appropriateness of internal control and risk management
- Handling of internal audit plans and reports
- Evaluation of compliance with laws and regulations
The Audit Committee's primary duties and responsibilities are to serve as an independent and objective party to monitor Company's financial reporting process and internal control systems, review and appraise the audit efforts of the Company's independent auditors and provide an open avenue of communications among the independent auditors, financial and senior management and the Board.
2. Meetings
The Committee shall meet at least four times a year. The CEO and CFO shall attend the Audit Committee meetings. The Committee shall meet the independent auditor at least once a year.
3. Responsibilities and duties
To fulfill its responsibilities and duties the Audit Committee shall:
- review and update this Charter at least annually
- review the Company's annual financial statements including any significant reports rendered by the independent auditors
- review the annual financial statements and quarterly reports prior to their release with the financial management and the independent auditors
- review the internal report prepared by the internal auditor
- periodically consult with the independent auditors about internal controls and the fullness and accuracy of the Company's financial statements
- consider the independent auditor's judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting
- consider and approve, if appropriate, major changes to the Company's accounting principles and practices as suggested by the independent auditor or the management
- review any significant disagreement among management and the independent auditors in connection with the preparation of the financial statements
- assess the policies and processes related to the Company's risk management
- review at least once a year the Company's risk map in order to identify and analyze all relevant risks and their impact on the Company's strategy
- review with the Company's counsel any legal matters that could have a significant impact on the Company's financial statements
- monitor the services and approve the fees of the independent external auditor
- prepare the decision concerning the appointment of the external auditor
- evaluation of the advisory services supplied by the external auditor