ISLN » Topics » Audit Committee

This excerpt taken from the ISLN DEF 14A filed Mar 31, 2009.

Audit Committee

At the beginning of fiscal 2008, the audit committee was composed of Messrs. Jurgensen (committee chair), Ruckelshaus and Richardson. In May 2008, Mr. van Oppen was appointed to our audit committee. The board has determined that all current members meet the requirements for independence and financial literacy under the current rules of Nasdaq and SEC rules and regulations. Our board of directors has determined that Mr. Jurgensen is an “audit committee financial expert” within the meaning stipulated by the SEC and satisfies the financial sophistication requirements of Nasdaq. Our audit committee met nine times during our 2008 fiscal year.

As outlined more specifically in the audit committee charter, the audit committee has, among other duties, the following responsibilities:

 

   

Review internal controls and hold periodic meetings with our management and our independent registered public accounting firm to review the adequacy of such controls.

 

   

Appoint, compensate and oversee the work of the independent registered public accounting firm, including pre-approval of audit and non-audit services.

 

   

Review and discuss with management and the independent registered public accounting firm the annual audited financial statements and quarterly unaudited financial statements.

 

   

Review before release the unaudited quarterly operating results in our quarterly and annual financial results press releases, as well as any other financial press releases.

 

   

Oversee compliance with the requirements of the SEC for disclosure of auditor’s services and audit committee member qualifications and activities.

 

   

Review, approve and monitor our code of ethics for principal executive officer and senior financial officers, which is incorporated in our Code of Business Conduct and Ethics.

 

   

Review our compliance with plans and policies as the same may be implemented from time to time.

 

   

Review and, if appropriate, approve in advance any proposed transactions involving potential conflicts of interest, including, specifically, all proposed related party transactions.

 

   

Establish procedures for receiving, retaining and treating complaints 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.

This excerpt taken from the ISLN DEF 14A filed Apr 24, 2008.
Audit Committee
 
At the beginning of fiscal 2007, the audit committee was composed of Messrs. Jurgensen (committee chair), McIlwain and Ruckelshaus. In March 2007, Mr. Richardson was appointed to our audit committee. In April 2007, Mr. McIlwain resigned as a member of our audit committee in order to ensure our compliance with the corporate governance standards of Nasdaq and the Securities Exchange Act of 1934, as amended, or the “Exchange Act,” which provide that each member of our audit committee must be an independent director (as defined by such standards) by no later than the first anniversary of the completion of our initial public offering. The board has determined that all current members meet the requirements for independence and financial literacy under the current rules of Nasdaq and SEC rules and regulations. Our board of directors has determined that Mr. Jurgensen is an “audit committee financial expert” within the meaning stipulated by the SEC and satisfies the financial sophistication requirements of Nasdaq. Our audit committee met thirteen times during our 2007 fiscal year.
 
As outlined more specifically in the audit committee charter, the audit committee has, among other duties, the following responsibilities:
 
  •  Review internal controls and hold periodic meetings with our management and our independent registered public accounting firm to review the adequacy of such controls.
 
  •  Appoint, compensate and oversee the work of the independent registered public accounting firm, including pre-approval of audit and non-audit services.
 
  •  Review and discuss with management and the independent registered public accounting firm the annual audited financial statements and quarterly unaudited financial statements.
 
  •  Review before release the unaudited quarterly operating results in our quarterly and annual financial results press releases, as well as any other financial press releases.
 
  •  Oversee compliance with the requirements of the SEC for disclosure of auditor’s services and audit committee member qualifications and activities.
 
  •  Review, approve and monitor our code of ethics for principal executive officer and senior financial officers, which is incorporated in our Code of Business Conduct and Ethics.
 
  •  Review our compliance with plans and policies as the same may be implemented from time to time.
 
  •  Review and, as appropriate, approve in advance any proposed transactions involving potential conflicts of interest, including, specifically, all proposed related party transactions.
 
  •  Establish procedures for receiving, retaining and treating complaints 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.
 
This excerpt taken from the ISLN DEF 14A filed Apr 9, 2007.
Audit Committee
 
The Audit Committee has four members and met ten times in 2006. Our board of directors has determined that each of Messrs. Jurgensen, Ruckelshaus and Richardson meet the requirements for independence and that all of the members of our Audit Committee meet the requirements for financial literacy under the current rules of Nasdaq and SEC rules and regulations. Our board of directors has determined that Mr. Jurgensen is an “audit committee financial expert” within the meaning stipulated by the SEC and satisfies the financial sophistication requirements of


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Table of Contents

Nasdaq. Under the corporate governance standards of Nasdaq and the Exchange Act, by no later than the first anniversary of the completion of our initial public offering, each member of our Audit Committee must be an independent director. Mr. McIlwain intends to conclude his service as a member of our Audit Committee prior to December 2007 in order to ensure our compliance with this requirement.
 
As outlined more specifically in the Audit Committee charter, the Audit Committee has, among other duties, the following responsibilities:
 
  •  Review internal controls and hold periodic meetings with the Company’s management and the independent registered public accounting firm to review the adequacy of such controls.
 
  •  Appoint, compensate and oversee the work of the independent registered public accounting firm, including pre-approval of audit and non-audit services.
 
  •  Review and discuss with management and the independent registered public accounting firm the annual audited financial statements and quarterly unaudited financial statements.
 
  •  Review before release the unaudited quarterly operating results in the Company’s quarterly and annual financial results press releases, as well as any other financial press releases.
 
  •  Oversee compliance with the requirements of the SEC for disclosure of auditor’s services and Audit Committee member qualifications and activities.
 
  •  Review, approve and monitor the Company’s code of ethics for its senior financial officers, which is incorporated in the Company’s Code of Business Conduct and Ethics.
 
  •  Review the Company’s compliance with Company plans and policies as the same may be implemented from time to time.
 
  •  Review and, if appropriate, approving in advance any proposed transactions involving potential conflicts of interest, including, specifically, all proposed related party transactions.
 
  •  Establish 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.
 
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