GTF » Topics » Audit Committee

This excerpt taken from the GTF DEF 14A filed Aug 11, 2009.

Audit Committee

The Board formed an Audit Committee in December 2004. The Board has determined that Mr. C. Eric Winzer is an audit committee financial expert as defined by Item 407(d) of Regulation S-K under the Securities Act and is “independent” within the meaning under the federal securities laws. The Board has determined that each member of the Audit Committee is “independent” as required by the AMEX Company Guide and under the federal securities laws. The Audit Committee has a written charter adopted by the Board, which is available on the Company’s website at www.cytomedix.com and at no charge by contacting the Company at its headquarters as listed on the cover page of this proxy statement. Information appearing on the Company’s web site is not part of this proxy statement.

The purpose of the Audit Committee is to assist the Board in its general oversight of Cytomedix’s financial reporting, internal controls and audit functions. As described in the Audit Committee Charter, the Audit Committee’s primary responsibilities are to:

Review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company;
Review whether or not management has established and maintained processes to ensure that an adequate system of internal controls is functioning within the Company;
Review whether or not management has established and maintained processes to ensure compliance by the Company with legal and regulatory requirements that may impact its financial reporting and disclosure obligations;
Oversee the selection and retention of the Company’s independent registered public accounting firm, their qualifications and independence;
Prepare a report of the Audit Committee for inclusion in the proxy statement for the Company’s annual meeting of shareholders;
Review the scope and cost of the audit, the performance of the independent registered public accounting firm, and their report on the annual financial statements of the Company; and
Perform all other duties as the Board may from time to time designate.
These excerpts taken from the GTF 10-K filed Mar 31, 2009.

Audit Committee

The Board formed an Audit Committee in December 2004. Mr. Winzer currently serves as chairman of the Audit Committee. The Board has determined that Mr. Winzer is an audit committee financial expert as defined by Item 407(d) of Regulation S-K under the Securities Act and is “independent” within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Other members of the Audit Committee are Mr. Crews and Dr. Keith. The Board has determined that each member of the Audit Committee is “independent” as required by the NYSE Amex Company Guide and under the federal securities laws. The Audit Committee has a written charter adopted by the Board, which is available on the Company’s website at www.cytomedix.com and at no charge by contacting the Company at its headquarters as listed on the cover page of this report. Information appearing on the Company’s web site is not part of this Annual Report.

The purpose of the Audit Committee is to assist the Board in its general oversight of Cytomedix’s financial reporting, internal controls and audit functions. As described in the Audit Committee Charter, which is available at the Company’s website, the Audit Committee’s primary responsibilities are to:

Review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company;
Review whether or not management has established and maintained processes to ensure that an adequate system of internal controls is functioning within the Company;
Review whether or not management has established and maintained processes to ensure compliance by the Company with legal and regulatory requirements that may impact its financial reporting and disclosure obligations;
Oversee the selection and retention of the Company’s independent public accountants, their qualifications and independence;
Prepare a report of the Audit Committee for inclusion in the proxy statement for the Company’s annual meeting of shareholders;

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Review the scope and cost of the audit, the performance and procedures of the auditors, the final report of the independent auditors; and
Perform all other duties as the Board may from time to time designate.

Audit Committee

The Board formed an Audit Committee in December 2004. Mr. Winzer currently serves as chairman of the Audit Committee. The Board has determined that Mr. Winzer is an audit committee financial expert as defined by Item 407(d) of Regulation S-K under the Securities Act and is “independent” within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Other members of the Audit Committee are Mr. Crews and Dr. Keith. The Board has determined that each member of the Audit Committee is “independent” as required by the NYSE Amex Company Guide and under the federal securities laws. The Audit Committee has a written charter adopted by the Board, which is available on the Company’s website at www.cytomedix.com and at no charge by contacting the Company at its headquarters as listed on the cover page of this report. Information appearing on the Company’s web site is not part of this Annual Report.

The purpose of the Audit Committee is to assist the Board in its general oversight of Cytomedix’s financial reporting, internal controls and audit functions. As described in the Audit Committee Charter, which is available at the Company’s website, the Audit Committee’s primary responsibilities are to:

Review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company;
Review whether or not management has established and maintained processes to ensure that an adequate system of internal controls is functioning within the Company;
Review whether or not management has established and maintained processes to ensure compliance by the Company with legal and regulatory requirements that may impact its financial reporting and disclosure obligations;
Oversee the selection and retention of the Company’s independent public accountants, their qualifications and independence;
Prepare a report of the Audit Committee for inclusion in the proxy statement for the Company’s annual meeting of shareholders;

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Review the scope and cost of the audit, the performance and procedures of the auditors, the final report of the independent auditors; and
Perform all other duties as the Board may from time to time designate.

Audit Committee

The Board formed an Audit Committee in December 2004. Mr. Winzer currently serves as chairman of the Audit Committee. The Board has determined that Mr. Winzer is an audit committee financial expert as defined by Item 407(d) of Regulation S-K under the Securities Act and is “independent” within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Other members of the Audit Committee are Mr. Crews and Dr. Keith. The Board has determined that each member of the Audit Committee is “independent” as required by the NYSE Amex Company Guide and under the federal securities laws. The Audit Committee has a written charter adopted by the Board, which is available on the Company’s website at www.cytomedix.com and at no charge by contacting the Company at its headquarters as listed on the cover page of this report. Information appearing on the Company’s web site is not part of this Annual Report.

The purpose of the Audit Committee is to assist the Board in its general oversight of Cytomedix’s financial reporting, internal controls and audit functions. As described in the Audit Committee Charter, which is available at the Company’s website, the Audit Committee’s primary responsibilities are to:

Review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company;
Review whether or not management has established and maintained processes to ensure that an adequate system of internal controls is functioning within the Company;
Review whether or not management has established and maintained processes to ensure compliance by the Company with legal and regulatory requirements that may impact its financial reporting and disclosure obligations;
Oversee the selection and retention of the Company’s independent public accountants, their qualifications and independence;
Prepare a report of the Audit Committee for inclusion in the proxy statement for the Company’s annual meeting of shareholders;

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Review the scope and cost of the audit, the performance and procedures of the auditors, the final report of the independent auditors; and
Perform all other duties as the Board may from time to time designate.

Audit Committee



The Board formed an Audit Committee in December 2004. Mr. Winzer currently serves as chairman of the Audit Committee. The Board has determined that Mr. Winzer is an audit committee financial expert as defined by Item 407(d) of Regulation S-K under the Securities Act and is “independent” within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Other members of the Audit Committee are Mr. Crews and Dr. Keith. The Board has determined that each member of the Audit Committee is “independent” as required by the NYSE Amex Company Guide and under the federal securities laws. The Audit Committee has a written charter
adopted by the Board, which is available on the Company’s website at www.cytomedix.com and at no charge by contacting the Company at its headquarters as listed on the cover page of this report. Information appearing on the Company’s web site is not part of this Annual Report.



The purpose of the Audit Committee is to assist the Board in its general oversight of Cytomedix’s financial reporting, internal controls and audit functions. As described in the Audit Committee Charter, which is available at the Company’s website, the Audit Committee’s primary responsibilities are to:















Review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company;














Review whether or not management has established and maintained processes to ensure that an adequate system of internal controls is functioning within the Company;














Review whether or not management has established and maintained processes to ensure compliance by the Company with legal and regulatory requirements that may impact its financial reporting and disclosure obligations;














Oversee the selection and retention of the Company’s independent public accountants, their qualifications and independence;














Prepare a report of the Audit Committee for inclusion in the proxy statement for the Company’s annual meeting of shareholders;




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Review the scope and cost of the audit, the performance and procedures of the auditors, the final report of the independent auditors; and














Perform all other duties as the Board may from time to time designate.


Audit Committee



The Board formed an Audit Committee in December 2004. Mr. Winzer currently serves as chairman of the Audit Committee. The Board has determined that Mr. Winzer is an audit committee financial expert as defined by Item 407(d) of Regulation S-K under the Securities Act and is “independent” within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Other members of the Audit Committee are Mr. Crews and Dr. Keith. The Board has determined that each member of the Audit Committee is “independent” as required by the NYSE Amex Company Guide and under the federal securities laws. The Audit Committee has a written charter
adopted by the Board, which is available on the Company’s website at www.cytomedix.com and at no charge by contacting the Company at its headquarters as listed on the cover page of this report. Information appearing on the Company’s web site is not part of this Annual Report.



The purpose of the Audit Committee is to assist the Board in its general oversight of Cytomedix’s financial reporting, internal controls and audit functions. As described in the Audit Committee Charter, which is available at the Company’s website, the Audit Committee’s primary responsibilities are to:















Review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company;














Review whether or not management has established and maintained processes to ensure that an adequate system of internal controls is functioning within the Company;














Review whether or not management has established and maintained processes to ensure compliance by the Company with legal and regulatory requirements that may impact its financial reporting and disclosure obligations;














Oversee the selection and retention of the Company’s independent public accountants, their qualifications and independence;














Prepare a report of the Audit Committee for inclusion in the proxy statement for the Company’s annual meeting of shareholders;




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Review the scope and cost of the audit, the performance and procedures of the auditors, the final report of the independent auditors; and














Perform all other duties as the Board may from time to time designate.


Audit Committee



The Board formed an Audit Committee in December 2004. Mr. Winzer currently serves as chairman of the Audit Committee. The Board has determined that Mr. Winzer is an audit committee financial expert as defined by Item 407(d) of Regulation S-K under the Securities Act and is “independent” within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Other members of the Audit Committee are Mr. Crews and Dr. Keith. The Board has determined that each member of the Audit Committee is “independent” as required by the NYSE Amex Company Guide and under the federal securities laws. The Audit Committee has a written charter
adopted by the Board, which is available on the Company’s website at www.cytomedix.com and at no charge by contacting the Company at its headquarters as listed on the cover page of this report. Information appearing on the Company’s web site is not part of this Annual Report.



The purpose of the Audit Committee is to assist the Board in its general oversight of Cytomedix’s financial reporting, internal controls and audit functions. As described in the Audit Committee Charter, which is available at the Company’s website, the Audit Committee’s primary responsibilities are to:















Review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company;














Review whether or not management has established and maintained processes to ensure that an adequate system of internal controls is functioning within the Company;














Review whether or not management has established and maintained processes to ensure compliance by the Company with legal and regulatory requirements that may impact its financial reporting and disclosure obligations;














Oversee the selection and retention of the Company’s independent public accountants, their qualifications and independence;














Prepare a report of the Audit Committee for inclusion in the proxy statement for the Company’s annual meeting of shareholders;




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Review the scope and cost of the audit, the performance and procedures of the auditors, the final report of the independent auditors; and














Perform all other duties as the Board may from time to time designate.


This excerpt taken from the GTF DEF 14A filed Aug 11, 2008.

Audit Committee

The Board formed an Audit Committee in December 2004. Mr. Arun K. Deva currently serves as chairman of the Audit Committee. The Board has determined that Mr. Deva is an audit committee financial expert as defined by Item 407(d) of Regulation S-K under the Securities Act and is “independent” within the meaning under the federal securities laws. Other members of the Audit Committee are Messrs. Crews and Drohan. Mr. Drohan will not stand for re-election at the Annual Meeting. The Board has determined that each member of the Audit Committee is “independent” as required by the AMEX Company Guide and under the federal securities laws. The Audit Committee has a written charter adopted by the Board, which is available on the Company’s website at www.cytomedix.com and at no charge by contacting the Company at its headquarters as listed on the cover page of this report. Information appearing on the Company’s web site is not part of this proxy statement.

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The purpose of the Audit Committee is to assist the Board in its general oversight of Cytomedix’s financial reporting, internal controls and audit functions. As described in the Audit Committee Charter, which is available at the Company’s website, http://www.cytomedix.com, the Audit Committee’s primary responsibilities are to:

Review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company;
Review whether or not management has established and maintained processes to ensure that an adequate system of internal controls is functioning within the Company;
Review whether or not management has established and maintained processes to ensure compliance by the Company with legal and regulatory requirements that may impact its financial reporting and disclosure obligations;
Oversee the selection and retention of the Company’s independent registered public accounting firm, their qualifications and independence;
Prepare a report of the Audit Committee for inclusion in the proxy statement for the Company’s annual meeting of shareholders;
Review the scope and cost of the audit, the performance of the independent registered public accounting firm, and their report on the annual financial statements of the Company; and
Perform all other duties as the Board may from time to time designate.
These excerpts taken from the GTF 10-K filed Mar 25, 2008.

Audit Committee

The Board formed an Audit Committee in December 2004. Mr. Arun K. Deva currently serves as chairman of the Audit Committee. The Board has determined that Mr. Deva is an audit committee financial expert as defined by Item 407(d) of Regulation S-K under the Securities Act and is “independent” within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Other members of the Audit Committee are Messrs. Crews and Drohan. The Board has determined that each member of the Audit Committee is “independent” as required by the AMEX Company Guide and under the federal securities laws. The Audit Committee has a written charter adopted by the Board, which is available on the Company’s website at www.cytomedix.com and at no charge by contacting the Company at its headquarters as listed on the cover page of this report. Information appearing on the Company’s web site is not part of this Annual Report.

The purpose of the Audit Committee is to assist the Board in its general oversight of Cytomedix’s financial reporting, internal controls and audit functions. As described in the Audit Committee Charter, which is available at the Company’s website, http://www.cytomedix.com, the Audit Committee’s primary responsibilities are to:

Review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company;
Review whether or not management has established and maintained processes to ensure that an adequate system of internal controls is functioning within the Company;
Review whether or not management has established and maintained processes to ensure compliance by the Company with legal and regulatory requirements that may impact its financial reporting and disclosure obligations;
Oversee the selection and retention of the Company’s independent registered public accounting firm, their qualifications and independence;
Prepare a report of the Audit Committee for inclusion in the proxy statement for the Company’s annual meeting of shareholders;
Review the scope and cost of the audit, the performance of the independent registered public accounting firm, and their report on the annual financial statements of the Company; and
Perform all other duties as the Board may from time to time designate.

The Audit Committee has reviewed and discussed the financial statements with management and PricewaterhouseCoopers LLP, the Company’s independent, registered, public accounting firm. The Audit

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Committee provided oversight and guidance to members of management on the Company’s policies and procedures relating to risk assessment and risk management and on the legal and regulatory compliance programs. The Audit Committee met on seven occasions in 2007.

The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees”. In addition, PricewaterhouseCoopers LLP has provided the Audit Committee with the written disclosures and the letter required by the Independence Standards Board Standard No. 1, as amended, “Independence Discussions with Audit Committees,” and the Audit Committee has discussed with PricewaterhouseCoopers LLP their firm’s independence. In addressing the quality of management’s accounting judgments, the Audit Committee asked for management’s representations and reviewed certifications prepared by the CEO and CFO that the unaudited quarterly and audited financial statements of the Company fairly present, in all material respects, the financial condition and results of operations of the Company.

Based on the review of the financial statements, representations from management, and discussions with management and PricewaterhouseCoopers LLP, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Cytomedix’s Annual Report on Form 10-K for the year ended December 31, 2007, for filing with the Securities and Exchange Commission.

Audit Committee



The Board formed an Audit Committee in December 2004. Mr. Arun K. Deva currently serves as chairman of the Audit Committee. The Board has determined that Mr. Deva is an audit committee financial expert as defined by Item 407(d) of Regulation S-K under the Securities Act and is “independent” within the meaning of Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. Other members of the Audit Committee are Messrs. Crews and Drohan. The Board has determined that each member of the Audit Committee is “independent” as required by the AMEX Company Guide and under the federal securities laws. The Audit Committee has a written charter
adopted by the Board, which is available on the Company’s website at www.cytomedix.com and at no charge by contacting the Company at its headquarters as listed on the cover page of this report. Information appearing on the Company’s web site is not part of this Annual Report.



The purpose of the Audit Committee is to assist the Board in its general oversight of Cytomedix’s financial reporting, internal controls and audit functions. As described in the Audit Committee Charter, which is available at the Company’s website, http://www.cytomedix.com, the Audit Committee’s primary responsibilities are to:















Review whether or not management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company;














Review whether or not management has established and maintained processes to ensure that an adequate system of internal controls is functioning within the Company;














Review whether or not management has established and maintained processes to ensure compliance by the Company with legal and regulatory requirements that may impact its financial reporting and disclosure obligations;














Oversee the selection and retention of the Company’s independent registered public accounting firm, their qualifications and independence;














Prepare a report of the Audit Committee for inclusion in the proxy statement for the Company’s annual meeting of shareholders;














Review the scope and cost of the audit, the performance of the independent registered public accounting firm, and their report on the annual financial statements of the Company; and














Perform all other duties as the Board may from time to time designate.


The Audit Committee has reviewed and discussed the financial statements with management and PricewaterhouseCoopers LLP, the Company’s independent, registered, public accounting firm. The Audit





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Committee provided oversight and guidance to members of management on the Company’s policies and procedures relating to risk assessment and risk management and on the legal and regulatory compliance programs. The Audit Committee met on seven occasions in 2007.



The Audit Committee has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by Statement on Auditing Standards No. 61, as amended, “Communication with Audit Committees”. In addition, PricewaterhouseCoopers LLP has provided the Audit Committee with the written disclosures and the letter required by the Independence Standards Board Standard No. 1, as amended, “Independence Discussions with Audit Committees,” and the Audit Committee has discussed with PricewaterhouseCoopers LLP their firm’s independence. In addressing the quality of management’s accounting judgments, the Audit Committee asked for
management’s representations and reviewed certifications prepared by the CEO and CFO that the unaudited quarterly and audited financial statements of the Company fairly present, in all material respects, the financial condition and results of operations of the Company.



Based on the review of the financial statements, representations from management, and discussions with management and PricewaterhouseCoopers LLP, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Cytomedix’s Annual Report on Form 10-K for the year ended December 31, 2007, for filing with the Securities and Exchange Commission.



This excerpt taken from the GTF 10-K filed Nov 14, 2007.

Audit Committee

At a meeting of the Board of Directors in December 2004, the Board formed an Audit Committee. Mr. Arun K. Deva serves as chairman of the Audit Committee and is the audit committee financial expert. The Board has determined that Mr. Deva is “independent” as defined by section 121(A) of the listing standards of the

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American Stock Exchange and Item 7(d)(3)(iv) of Schedule 14A of the Securites Exchange Act of 1934. Other members of the Audit Committee are Messrs. David P. Crews and David F. Drohan.

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