ARBX » Topics » APPENDIX A-CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
This excerpt taken from the ARBX DEF 14A filed Apr 29, 2005.
APPENDIX ACHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The purpose of the Audit Committee of the Board of Directors of the Company is to assist the Board of Directors oversight of the Companys accounting and financial
reporting processes and the audits of the Companys financial statements.
Structure and Membership
Number. Except as otherwise permitted by the applicable rules of NASDAQ, the Audit Committee shall consist of at least three members of the Board of Directors.
Independence. Except as otherwise permitted by the applicable NASDAQ rules, each member of the Audit Committee shall be independent as defined by NASDAQ rules, meet the
criteria for independence set forth in Rule 10A-3(b)(1) under the Exchange Act (subject to the exemptions provided in Rule 10A-3(c)), and not have participated in the preparation of the financial statements of the Company or any current subsidiary
of the Company at any time during the past three years.
Financial Literacy. Each member of the Audit Committee must be able to read and understand fundamental financial statements, including the Companys balance sheet,
income statement, and cash flow statement, at the time of his or her appointment to the Audit Committee. In addition, at least one member must have past employment experience in finance or accounting, requisite professional certification in
accounting, or any other comparable experience or background which results in the individuals financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial
oversight responsibilities. Unless otherwise determined by the Board of Directors (in which case disclosure of such determination shall be made in the Companys annual report filed with the SEC), at least one member of the Audit Committee shall
be an audit committee financial expert (as defined by applicable SEC rules).
Chair. Unless the Board of Directors elects a Chair of the Audit Committee, the Audit Committee shall elect a Chair by majority vote.
Compensation. The compensation of Audit Committee members shall be as determined by the Board of Directors. No member of the Audit Committee may receive, directly or
indirectly, any consulting, advisory or other compensatory fee from the Company or any of its subsidiaries, other than fees paid in his or her capacity as a member of the Board of Directors or a committee of the Board.
Selection and Removal. Members of the Audit Committee shall be appointed by the Board of Directors, upon the recommendation of the Nominating and Corporate Governance
Committee. The Board of Directors may remove members of the Audit Committee from such committee, with or without cause.
Authority and Responsibilities
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