The Audit Committee shall meet at least four times per year or more frequently as circumstances require.
The Audit Committee shall review its charter at least annually.
The Committee may have in attendance at meetings such members of management or others as it may deem necessary to provide the information to carry out its duties.
The Audit Committee shall have the following duties and responsibilities with respect to:
| 1. |
Independent Accountant |
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(a) |
Serve as the Board’s primary avenue of communication with the independent accountant. |
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(b) |
Make recommendations to the Board regarding the selection, evaluation, retention, or discharge of the independent accountant. |
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(c) |
Ensure understanding by the independent accountant and management that the Board, as the shareholders’ representative, is the independent accountant’s client and therefore the independent accountant is ultimately accountable to the Board and the Audit Committee. |
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(d) |
Provide the opportunity for the independent accountant to meet with the full Board as deemed necessary and appropriate by the Committee. |
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(e) |
Confirm and assure the independence of the independent accountant by: |
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(i) |
accepting receipt of their annual submission of a formal written statement delineating all relationships between the independent accountant and the Company, |
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(ii) |
monitoring fees paid to the independent accountant for consulting and other non-audit services, and |
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(iii) |
engaging in a dialogue with the independent accountant with regard to any disclosed relationships or services that may impact the objectivity or independence of the independent accountant. |
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(f) |
Review the annual audit plan of the independent accountant and its scope. |
