ARQL » Topics » Audit Committee

This excerpt taken from the ARQL DEF 14A filed Apr 10, 2009.

Audit Committee

        In 2008, the members of the Audit Committee were Mr. Barabe (Chairman), Dr. Messenger, and Mr. Zenner. The Audit Committee met seven times in 2008. Each member of the Audit Committee meets the independence and financial literacy requirements as defined by applicable Nasdaq and SEC rules. The Board of Directors has determined that Mr. Barabe is an "audit committee financial expert" as defined by the rules and regulations of the SEC.

        The duties and principal purposes of the Audit Committee include:

    generally, to oversee the integrity of the Company's financial reporting process;

    in particular, to monitor:

    the integrity of the Company's financial statements;

    the Company's compliance with legal and regulatory requirements; and

    the qualifications, independence and performance of the Company's independent registered public accountants and of its internal audit function;

    pre-approval of all audit services; and

    preparing the audit committee report that is required to be included in the proxy statement for our annual meeting of stockholders;

        The Company's independent registered public accounting firm (currently, PricewaterhouseCoopers LLP, an independent registered public accounting firm) are ultimately accountable to the Audit Committee in its capacity as a committee of the Board. The Audit Committee has sole authority and responsibility to select, hire, oversee, evaluate, approve the compensation of, and, where appropriate, replace our independent registered public accounting firm.

        Additional information regarding the responsibilities of the Audit Committee is provided in the committee's charter.

        The report of the Audit Committee is on page 31.

This excerpt taken from the ARQL DEF 14A filed Apr 14, 2008.

Audit Committee

        In 2007, the members of the Audit Committee were Mr. Barabe (Chairman), Dr. Messenger, and Mr. Zenner. The Audit Committee met seven times in 2007. Each member of the Audit Committee, both during 2007 and currently, was and is independent as defined by Nasdaq listing standards. The Board of Directors has determined that Mr. Barabe is an audit committee financial expert as defined in SEC rules.

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        The duties and principal purposes of the Audit Committee include:

    generally, to oversee the integrity of the Company's financial reporting process;

    in particular, to monitor:

    the integrity of the Company's financial statements;

    the Company's compliance with legal and regulatory requirements; and

    the qualifications, independence and performance of the Company's independent registered public accountants and of its internal audit function;

    pre-approval of all audit services; and

    preparing the audit committee report that is required to be included in the proxy statement for our annual meeting of stockholders;

        The Company's independent registered public accountants (currently, PricewaterhouseCoopers LLP, an independent registered public accounting firm) are ultimately accountable to the Audit Committee in its capacity as a committee of the Board. The Audit Committee has sole authority and responsibility to select, hire, oversee, evaluate, approve the compensation of, and, where appropriate, replace our independent registered public accountants.

        Further information regarding the responsibilities performed by the committee is provided in the committee's charter.

        The report of the Audit Committee is on page 27.

This excerpt taken from the ARQL DEF 14A filed Apr 16, 2007.

Audit Committee

In 2006, the Audit Committee consisted of Mr. Barabe, Mr. Messenger and Mr. Zenner. Mr. Barabe served as Chairman of the Audit Committee during 2006. The Audit Committee met six times in 2006. Each member of the Audit Committee, both during 2006 and currently, was and is independent as defined by Nasdaq listing standards. The Board of Directors has determined that Mr. Barabe is an audit committee financial expert as defined in SEC rules.

The principal purposes of the Audit Committee are:

·       generally to oversee the integrity of the Company’s financial reporting process;

·       in particular, to monitor:

·        the integrity of the Company’s financial statements;

·        the Company’s compliance with legal and regulatory requirements; and

·        the qualifications, independence and performance of the Company’s independent registered public accountants and of its internal audit function; and

·       to review and approve any report required by the SEC to be included in our reports and filings.

The Company’s independent registered public accountants (currently, PricewaterhouseCoopers LLP, an independent registered public accounting firm) are ultimately accountable to the Audit Committee in its capacity as a committee of the Board. The Audit Committee has sole authority and responsibility to select, hire, oversee, evaluate, approve the compensation of, and, where appropriate, replace our independent registered public accountants.

This excerpt taken from the ARQL DEF 14A filed Apr 14, 2006.
Audit Committee

In 2005, the Audit Committee initially consisted of Mr. Barabe, Mr. Ha-Ngoc and Mr. Zenner. In January 2005, Mr. Ha-Ngoc left the Audit Committee and Mr. Messenger joined the Audit Committee. Mr. Barabe, a nominee for re-election as a director, served as Chair of the Audit Committee during 2005. The Audit Committee met six times in 2005. Each member of the Audit Committee, both during 2005 and currently, was and is independent as defined by Nasdaq listing standards. The Board of Directors has determined that Mr. Barabe is an audit committee financial expert as defined in Securities and Exchange Commission (“SEC”) rules.

The principal purpose of the Audit Committee is to oversee the integrity of the Company’s financial reporting process. In particular, the Audit Committee monitors (a) the integrity of the Company’s financial statements, (b) the Company’s compliance with legal and regulatory requirements and (c) the qualifications, independence and performance of the Company’s independent registered public accountants and of its internal audit function, if any. The Audit Committee reviews and approves any report required by the SEC to be included in our reports and filings.

The Company’s independent registered public accountants (currently, PricewaterhouseCoopers LLP, an independent registered public accounting firm) are ultimately accountable to the Audit Committee in its capacity as a committee of the Board. The Audit Committee has sole authority and responsibility to

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select, hire, oversee, evaluate, approve the compensation of, and, where appropriate, replace our independent registered public accountants.

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