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This excerpt taken from the PRXI DEF 14A filed Jul 1, 2009. REPORT OF
THE AUDIT COMMITTEE
The audit committee is currently comprised of Mr. Reed
(chairman), Mr. Adams and Mr. Jacobs, each of whom is
independent in accordance with the listing standards of the
NASDAQ Global Market. The duties and responsibilities of the
audit committee are set forth in the audit committee’s
charter, as adopted by the board of directors in April 2006.
The audit committee oversees the financial reporting process for
Premier Exhibitions, Inc. (the “Company”) on behalf of
the board of directors, and has other duties and functions as
described in its charter.
Company management has the primary responsibility for the
company’s financial statements and the reporting process.
The Company’s independent registered public accounting firm
is responsible for auditing the Company’s financial
statements and expressing an opinion as to their conformity with
accounting principles generally accepted in the United States.
The audit committee has:
When evaluating Cherry, Bekaert & Holland’s
independence, the audit committee discussed with Cherry,
Bekaert & Holland any relationships that may impact
such firm’s objectivity and independence. The audit
committee has also considered whether the provision of non-audit
services by Cherry, Bekaert & Holland is compatible
with maintaining such firm’s independence, and has
satisfied itself with respect to Cherry, Bekaert &
Holland’s independence from the Company and its management.
The audit committee discussed with the Company’s internal
auditor and independent registered public accounting firm the
overall scope and plans for their respective audits. The audit
committee meets with the internal auditor and independent
registered public accounting firm, with and without management
present, to
Table of Contents
discuss the results of their examinations, the evaluations of
the Company’s internal controls, and the overall quality of
the company’s financial reporting.
In reliance on the reviews and discussions referred to above,
the audit committee recommended to the board of directors (and
the board has approved) that the audited financial statements be
included in the Company’s Annual Report on
Form 10-K
for the fiscal year ended February 28, 2009 for filing with
the Securities and Exchange Commission. The audit committee has
also selected the Company’s independent registered public
accounting firm for the fiscal year ending February 28,
2010 and has submitted such selection for ratification by the
Company’s shareholders at the annual meeting.
Audit Committee:
Alan B. Reed, Chairman
William M. Adams
Jack Jacobs
This excerpt taken from the PRXI DEF 14A filed Jun 24, 2008. REPORT OF
THE AUDIT
COMMITTEE1
The audit committee is currently comprised of Mr. Reed
(chairman), Mr. Banker and Mr. Cretan, each of whom is
independent in accordance with the listing standards of The
Nasdaq Stock Market. The duties and responsibilities of the
audit committee are set forth in the audit committee’s
charter, as adopted by the board of directors in April 2006.
The audit committee oversees the financial reporting process for
Premier Exhibitions, Inc. (the “Company”) on behalf of
the board of directors, and has other duties and functions as
described in its charter.
Company management has the primary responsibility for the
company’s financial statements and the reporting process.
The Company’s independent registered public accounting firm
is responsible for auditing the Company’s financial
statements and expressing an opinion as to their conformity with
accounting principles generally accepted in the United States.
The audit committee has:
When evaluating Kempisty & Company’s
independence, the audit committee discussed with
Kempisty & Company any relationships that may impact
such firm’s objectivity and independence. The audit
committee has also considered whether the provision of non-audit
services by Kempisty & Company is compatible with
maintaining such firm’s independence, and has satisfied
itself with respect to Kempisty & Company’s
independence from the Company and its management.
The audit committee discussed with the Company’s internal
auditor and independent registered public accounting firm the
overall scope and plans for their respective audits. The audit
committee meets with the internal auditor and independent
registered public accounting firm, with and without management
present, to discuss the results of their examinations, the
evaluations of the Company’s internal controls, and the
overall quality of the company’s financial reporting.
1 The
material in this report is not “soliciting material,”
is not deemed to be filed with the Securities and Exchange
Commission and is not incorporated by reference in any of our
filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, whether made before
or after the date hereof and irrespective of any general
incorporation language in any such filings.
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In reliance on the reviews and discussions referred to above,
the audit committee recommended to the board of directors (and
the board has approved) that the audited financial statements be
included in the Company’s annual report on
Form 10-K
for the fiscal year ended February 29, 2008 for filing with
the Securities and Exchange Commission. The audit committee has
also selected the Company’s independent registered public
accounting firm for the fiscal year ending February 28,
2009 and has submitted such selection for ratification by the
Company’s shareholders at the annual meeting.
Audit Committee:
Alan B. Reed, Chairman
Douglas Banker
N. Nick Cretan
This excerpt taken from the PRXI DEF 14A filed Jun 27, 2007. REPORT OF
THE AUDIT COMMITTEE
The audit committee is currently comprised of Mr. Reed
(chairman), Mr. Banker and Mr. Cretan, each of whom is
independent in accordance with the listing standards of The
Nasdaq Stock Market. The duties and responsibilities of the
audit committee are set forth in the audit committee’s
charter, as adopted by the Board of Directors in April 2006.
The audit committee oversees the company’s financial
reporting process on behalf of the board of directors, and has
other duties and functions as described in its charter.
Company management has the primary responsibility for the
company’s financial statements and the reporting process.
The company’s independent registered public accounting
firm, Kempisty & Company, Certified Public
Accountants, P.C., is responsible for auditing the
company’s financial statements and expressing an opinion as
to their conformity with accounting principles generally
accepted in the United States.
The audit committee has:
When evaluating Kempisty & Company’s
independence, the audit committee discussed with
Kempisty & Company any relationships that may impact
such firm’s objectivity and independence. The audit
committee has also considered whether the provision of non-audit
services by Kempisty & Company is compatible with
maintaining such firm’s independence, and has satisfied
itself with respect to Kempisty & Company’s
independence from the company and its management.
The audit committee discussed with the company’s internal
auditor and independent registered public accounting firm the
overall scope and plans for their respective audits. The audit
committee meets with the internal auditor and independent
registered public accounting firm, with and without management
present, to discuss the results of their examinations, the
evaluations of the company’s internal controls, and the
overall quality of the company’s financial reporting.
In reliance on the reviews and discussions referred to above,
the audit committee recommended to the board of directors (and
the board approved) that the audited financial statements be
included in the company’s Annual Report on
Form 10-K
for the fiscal year ended February 28, 2007 for filing with
the Securities and Exchange Commission. The audit committee has
also selected the company’s independent registered public
accounting firm for the fiscal year ending February 29,
2008 and has submitted such selection for ratification by the
company’s shareholders at the annual meeting.
Audit Committee:
Alan Reed, Chairman
Douglas Banker N. Nick Cretan
Table of Contents
This excerpt taken from the PRXI DEF 14A filed Jun 28, 2006. REPORT OF
THE AUDIT COMMITTEE
The audit committee is currently comprised of Mr. Reed
(chairman), Mr. Banker and Mr. Cretan, each of whom is
independent pursuant to the listing standards for the Nasdaq
Capital Market. The duties and responsibilities of the audit
committee are set forth in the Audit Committee’s charter,
as adopted by the Board of Directors on April 12, 2006. The
Audit Committee’s charter is attached as
Appendix B to this proxy statement.
The audit committee oversees the company’s financial
reporting process on behalf of the board of directors, and has
other duties and functions as described in its charter.
Company management has the primary responsibility for the
company’s financial statements and the reporting process.
The company’s independent registered public accounting
firm, Kempisty & Company, Certified Public
Accountants, P.C., is responsible for auditing the
company’s financial statements and expressing an opinion as
to their conformity with accounting principles generally
accepted in the United States.
The audit committee has:
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When evaluating Kempisty & Company’s independence,
the audit committee discussed with Kempisty & Company
any relationships that may impact such firm’s objectivity
and independence. The audit committee has also considered
whether the provision of non-audit services by
Kempisty & Company is compatible with maintaining such
firm’s independence, and has satisfied itself with respect
to Kempisty & Company’s independence from the
company and its management.
The audit committee discussed with the company’s internal
auditor and independent registered public accounting firm the
overall scope and plans for their respective audits. The audit
committee meets with the internal auditor and independent
registered public accounting firm, with and without management
present, to discuss the results of their examinations, the
evaluations of the company’s internal controls, and the
overall quality of the company’s financial reporting.
In reliance on the reviews and discussions referred to above,
the audit committee recommended to the board of directors (and
the board has approved) that the audited financial statements be
included in the company’s Annual Report on
Form 10-K
for the year ended February 28, 2006 for filing with the
Securities and Exchange Commission. The audit committee has also
selected the company’s independent registered public
accounting firm for the fiscal year ending February 28,
2007 and has submitted such selection for ratification by the
company’s shareholders at the annual meeting.
Audit Committee:
Alan Reed, Chairman
Douglas Banker
N. Nick Cretan
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