APPENDIX A

ATMI, INC.

AUDIT COMMITTEE CHARTER

The Purpose of the Audit Committee

      The purpose of the Audit Committee is to represent and assist the Board of Directors in its general oversight of the Company’s accounting and financial reporting processes, audits of the financial statements, and internal control and audit functions. Management is responsible for (a) the preparation, presentation and integrity of the Company’s financial statements; (b) accounting and financial reporting principles; and (c) the Company’s internal controls and procedures designed to promote compliance with accounting standards and applicable laws and regulations. The Company’s Independent Registered Public Accounting Firm is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards.

      The Audit Committee members are not professional accountants or auditors and their functions are not intended to duplicate or to certify the activities of management and the Independent Registered Public Accounting Firm, nor can the Committee certify that the independent auditors are “independent” under applicable rules. The Audit Committee serves a board level oversight role where it oversees the relationship with the Independent Registered Public Accounting Firm, as set forth in this charter, and provides advice, counsel and general direction, as it deems appropriate, to management and the Independent Registered Public Accounting Firm on the basis of the information it receives, discussions with the Independent Registered Public Accounting Firm, and the experience of the Committee’s members in business, financial and accounting matters.

Membership

      The Audit Committee is comprised of at least three directors determined by the Board of Directors to meet the independence and financial literacy requirements of The NASDAQ Stock Market, Inc. (“NASDAQ”) and applicable federal law. Appointment to the Committee, including the designation of the Chair of the Committee and the designation of any Committee members as “audit committee financial experts”, shall be made on an annual basis by the full Board upon recommendation of the Nominating and Corporate Governance Committee.

Responsibilities

      The Audit Committee:

 

 

 

 

Is directly responsible for the appointment, replacement, compensation, and oversight of the work of the Independent Registered Public Accounting Firm. The Independent Registered Public Accounting Firm shall report directly to the Audit Committee.

 

 

 

 

Shall obtain and review, at least annually, a report by the Independent Registered Public Accounting Firm describing: (a) the firm’s internal quality-control procedure; (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues.

 

 

 

 

Reviews and discusses the written statement from the Independent Registered Public Accounting Firm concerning any relationship between the Independent Registered Public Accounting Firm and the Company or any other relationships that may adversely affect the independence of the Independent Registered Public Accounting Firm, and, based on such review, assesses the independence of the Independent Registered Public Accounting Firm.

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Establishes policies and procedures for the review and pre-approval by the Committee of all auditing services and permissible non-audit services (including the fees and terms thereof) to be performed by the Independent Registered Public Accounting Firm, with exceptions provided for de minimis amounts under certain circumstances as described by law. The Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any Committee member to whom pre-approval authority is delegated must be presented to the full Committee at its next scheduled meeting.

 

 

 

 

Reviews and discusses with the Independent Registered Public Accounting Firm: (a) its audit plans, and audit procedures, including the scope, fees and timing of the audit; (b) the results of the annual audit examination and accompanying management letters; and (c) the results of the Independent Registered Public Accounting Firm’s procedures with respect to interim periods.

 

 

 

 

Reviews and discusses reports from the Independent Registered Public Accounting Firm on (a) all critical accounting policies and practices used by the Company, (b) alternative accounting treatments within GAAP related to material items that have been discussed with management, including the ramifications of the use of the alternative treatments and the treatment preferred by the Independent Registered Public Accounting Firm, and (c) other material written communications between the Independent Registered Public Accounting Firm and management.

 

 

 

 

Reviews with the Independent Registered Public Accounting Firm its judgments as to the quality, not just the acceptability, of the Company’s accounting principles and such matters as are required to be discussed with the Committee under generally accepted auditing standards.

 

 

 

 

Discusses with management and the Independent Registered Public Accounting Firm quarterly earnings press releases, including the interim financial information, reviews the quarterly financial statements, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” prior to the filing of the Company’s Quarterly Report on Form 10-Q, reviews the year-end audited financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, if deemed appropriate, recommends to the Board of Directors that the audited financial statements be included in the Annual Report on Form 10-K for the year.

 

 

 

 

Reviews and discusses with management and the Independent Registered Public Accounting Firm various topics and events that may have significant financial impact on the Company or that are the subject of discussions between management and the Independent Registered Public Accounting Firm.

 

 

 

 

Reviews and discusses with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

 

 

 

 

Reviews and has prior-approval authority for related-party transactions (as defined in the relevant NASDAQ requirements).

 

 

 

 

Reviews and discusses with management and the Independent Registered Public Accounting Firm: (a) the adequacy and effectiveness of the Company’s internal controls (including any material weaknesses, significant deficiencies and significant changes in internal controls reported to the Committee by the Independent Registered Public Accounting Firm or management); (b) the Company’s internal audit procedures; and (c) the adequacy and effectiveness of the Company’s disclosure controls and procedures, and management reports thereon.

 

 

 

 

Reviews the use of auditors other than the Independent Registered Public Accounting Firm in cases such as management’s request for second opinions.

 

 

 

 

Establishes procedures for the receipts, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

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Establishes policies for the hiring of employees and former employees of the Independent Registered Public Accounting Firm.

 

 

 

 

Publishes the report of the Committee required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

 

 

 

 

Reviews periodically the Company’s program for monitoring compliance with the ATMI Securities Trading Policy and the Foreign Corrupt Practices Act of 1977, including violations of such policy or act.

 

 

 

 

Reviews the Company’s legal compliance programs and policies, and reports received from regulatory agencies; monitoring the results of compliance efforts.

 

 

 

 

Reviews periodically the Company’s code of ethics that applies to all of its directors, officers and employees, monitoring the results of compliance efforts.

 

 

 

 

When appropriate, designates one or more of its members to perform certain of its duties on its behalf, subject to such reporting to or ratification by the Committee as the Committee shall direct.

      The Audit Committee will engage in an annual self-assessment with the goal of continuing improvement, and will annually review and reassess the adequacy of its charter, and recommends any changes to the full Board.

      The Audit Committee shall have the authority to engage independent legal, accounting and other advisers, as it determines necessary to carry out its duties. The Audit Committee shall have sole authority to approve related fees and retention terms.

      The Audit Committee shall meet at such times and places as the Audit Committee shall determine. The Audit Committee shall meet in executive session with the Independent Registered Public Accounting Firm and management periodically. The Chairman of the Audit Committee shall report on Audit Committee activities to the full Board.

      The Chairman of the Audit Committee is to be contacted directly by Independent Registered Public Accounting Firm (1) to review items of a sensitive nature that can impact the accuracy of financial reporting or (2) to discuss significant issues relative to the overall Board responsibility that have been communicated to management but, in its judgment, may warrant follow-up by the Audit Committee.