2004 Committee Charter : BEIQOrganization: The Audit Committee ("Committee") shall consist of three or more members of the Board of Directors and shall be appointed by the Board of Directors ("Board"). Each of the members of the Audit Committee shall satisfy the independence and experience requirements of The Nasdaq Stock Market ("Nasdaq") applicable to Audit Committee members as in effect from time to time, when and as required by Nasdaq. Additionally, at least one member shall, based on the determination of the Board, qualify as an "audit committee financial expert" as defined by Securities and Exchange Commission ("SEC") regulations and satisfy the applicable Nasdaq financial experience requirements as in effect from time to time. In addition to the duties and responsibilities of the Audit Committee as set forth in the Company's by-laws, the operation of the Audit Committee shall be governed by this charter. The Company shall provide the necessary funding to the Audit Committee to execute its responsibilities as deemed appropriate by the Audit Committee.
Statement of Policy: The Audit Committee shall assist the Board in fulfilling its oversight responsibilities with respect to the integrity of the Company's consolidated financial statements and related financial information, the financial reporting process, the systems of internal accounting and financial controls, the internal audit function, the annual independent audit of the Company's financial statements, the qualifications, independence and performance of the firm or firms of certified public accountants engaged as the Company's independent outside auditors, and the legal compliance and ethics programs as established by management and the Board. In so doing, it is the responsibility of the Committee to maintain free and open communication between the Committee, the independent auditors, the internal auditors and management of the Company. In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention and shall have full access to all books, records, facilities, and personnel of the Company and the power to retain outside counsel or other experts as deemed necessary. The Committee shall have the authority to require that any of the Company's personnel, counsel, independent accountants or investment bankers, or any other consultant or advisor to the Company attend any meeting of the Committee or meet with any member of the Committee or any of its special legal, accounting or other advisors and consultants.
The Audit Committee shall hold such regular or special meetings as its members shall deem necessary or appropriate. As part of its responsibility to foster open communication, the Committee should meet at least annually with management, the internal auditors and the independent auditors in separate executive sessions to discuss any matters that the Committee or each of these groups believe should be discussed privately. In addition, the Committee, or at least its Chair, should meet (either in person or by telephone) with the independent auditors and management on a quarterly basis to discuss the results of the interim financial statement review by the auditors.
The Committee shall also be designated as the Company's Qualified Legal Compliance Committee (the "QLCC") within the meaning of Rule 205.2(k) of Title 17, Chapter II of the Code of Federal Regulations (the "Rules of Professional Conduct"). The Committee shall have authority to initiate investigations, to provide notices, including notices to the SEC, to retain experts, to recommend that the Company implement remedial or other appropriate actions and otherwise to carry out its responsibilities as a QLCC.
Responsibilities and Processes: Management of the Company, not the Audit Committee, is responsible for the preparation, presentation and integrity of the Company's financial statements. Management is responsible for maintaining appropriate accounting and financial reporting principles and policies and internal controls, including disclosure controls and procedures, designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors, not the Audit Committee, are responsible for planning and carrying out a proper audit of the Company's annual financial statements, reviews of the Company's quarterly financial statements prior to the filing of each quarterly report on Form 10-Q, and other procedures. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Company. Each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Company from which it receives information and (ii) the accuracy of the financial and other information provided to the Audit Committee by persons or organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board).
The following shall be the principal recurring processes of the Audit Committee in carrying out its oversight responsibilities. The processes are set forth as a guide with the understanding that the Committee may supplement them as appropriate.
The Audit Committee shall communicate to management and the independent auditors that the independent auditors report directly to the Audit Committee, in its capacity as a committee of the Board of Directors and that the Audit Committee is directly responsible and has the sole authority for the appointment, compensation, retention and oversight of the independent auditors including resolution of disagreements between management and the auditors regarding financial reporting. The Audit Committee shall have ultimate authority to approve all audit engagement fees and terms. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the auditors. The Committee shall have the authority and responsibility to evaluate the performance of the independent auditors, to assess their qualifications including their internal quality-control procedures and any material issues raised by that firm's most recent internal quality-control or peer review or any investigations by regulatory authorities, and, where appropriate, replace the independent auditors. The Committee shall discuss with the independent auditors their independence from management and the Company, their performance of the audit, and the matters included in the written disclosures required by applicable independence rules. Annually, the committee shall review and recommend the selection of a firm to be the Company's independent auditors.
The Audit Committee shall review and approve engagements of the independent auditors, prior to commencement of any such engagement, to perform any proposed audit, review or attest services, or any non-audit services, including tax services. The Audit Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any Audit Committee member to whom pre-approval authority is delegated must be presented to the full Audit Committee at its next scheduled meeting.
The Audit Committee shall negotiate and execute, on behalf of the Company, the audit engagement letter for each annual audit. Also, the Committee shall review with management, the independent accountants and the internal auditors the adequacy and effectiveness of the accounting and financial controls, including disclosure controls, and legal and ethical compliance programs.
The Audit Committee shall review and discuss with the independent auditors the scope of the annual audit with particular attention to changes in audit scope and the reasons for such changes.
The Audit Committee shall establish procedures for the receipt, 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 the Company of concerns regarding questionable accounting or auditing matters.
The Audit Committee shall, at least annually, receive and review written statements from the independent auditors delineating all relationships between the independent auditors and the Company, to consider and discuss with the independent auditors any disclosed relationships and any compensation or services that could affect the independent auditors' objectivity and independence, and to assess and otherwise take appropriate action to oversee the independence of the independent auditors.
The Audit Committee shall consider and, if deemed appropriate, adopt a policy regarding Committee preapproval of employment by the Company of individuals formerly employed by the Company's independent auditors and engaged on the Company's account.
The Audit Committee shall review the reports or recommendations from both the independent auditors and the internal auditors regarding the system of internal controls, the Company's code of conduct and ethics programs.
The Audit Committee shall discuss the quarterly results and the results of the quarterly review by the independent auditors prior to the quarterly earnings release. Also, the Committee shall discuss with the independent auditors any other matters required to be communicated to the Committee by the independent auditors under generally accepted auditing standards. The chair of the Audit Committee may represent the entire Committee for the purposes of this review, and report to the Committee at its next meeting. The Audit Committee shall be given a draft of interim financial statements for review prior to the filing of the Company's Quarterly Report on Form 10-Q.
The Audit Committee shall review with management and the independent auditors the financial statements and related opinions to be included in the Company's Annual Report on Form 10-K (or the annual report to stockholders if distributed prior to the filing of Form 10-K), including their judgment about the quality and acceptability of relevant accounting principles, the reasonableness of significant management judgments and estimates, and the clarity of the disclosures in the financial statements. The Committee shall review with management and the independent accountants significant risks and uncertainties reflected in the report. Also, the Committee shall discuss the results of the annual audit, including any material audit adjustments proposed by the independent accountants and immaterial adjustments not recorded, the adequacy of the disclosures in the financial statements and any other matters required to be communicated to the Committee by the independent accountants under generally accepted auditing standards. The Committee shall recommend whether or not the financial statements proposed to be included in the Form 10-K should be so included.
The Audit Committee shall review and discuss with management and the independent accountants, as appropriate, earnings press releases. The chair of the Audit Committee may represent the entire Committee for the purposes of this review, and report to the Committee at its next meeting.
The Audit Committee shall review with management and the independent auditors significant issues that arise regarding accounting principles and financial statement presentation, including critical accounting policies and practices, alternative accounting policies available under generally accepted accounting principles that have been discussed with management, including the ramifications of the use of such alternative treatments and the treatment preferred by the auditors, and any other significant reporting issues and judgments.
The Audit Committee shall evaluate the cooperation received by the independent auditors during their audit examination, including any significant difficulties with the audit or any restrictions on the scope of their activities or access to required records, data and information.
The Audit Committee shall review with the independent auditors and, if appropriate, management, any management or internal control letter issued or, to the extent practicable, proposed to be issued by the independent auditors and management's response, if any, to such letter.
The Audit Committee shall seek and obtain from the independent auditors any additional material written communications between the independent auditors and management, including the management representation letter, the engagement letter and the independence letter.
The Audit Committee shall confer with the independent auditors and with the management of the Company regarding the scope, adequacy and effectiveness of internal auditing and financial reporting controls in effect.
The Audit Committee shall review with counsel, the independent accountants and management, as appropriate, any significant regulatory or other legal or accounting initiatives or matters that may have a material impact on the Company's financial statements, compliance programs and policies.
The Audit Committee shall review the results of management's efforts to monitor compliance with the Company's programs and policies designed to ensure adherence to applicable laws and rules, as well as to its Code of Ethical Conduct, including review and approval of related-party transactions as required by Nasdaq rules.
The Audit Committee shall consider and review with management, the independent auditors, outside counsel, as appropriate, and, in the judgment of the Committee, such special counsel, separate accounting firm and other consultants and advisors as the Committee deems appropriate, any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company's financial statements or accounting policies.
The Audit Committee shall investigate any matter brought to the attention of the Committee within the scope of its duties if, in the judgment of the Committee, such investigation is necessary or appropriate. The Company shall provide for appropriate funding, as determined by the Audit Committee, for any such investigation.
The Audit Committee shall prepare the report required by SEC rules to be included in the Company's annual proxy statement.
The Audit Committee shall review management's assertion of the effectiveness of internal controls as of the end of each fiscal year beginning on or after September 27, 2003 and the independent auditor's report on management's assertion.
The Audit Committee shall review and assess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.
The Audit Committee shall report to the Board with respect to material issues that arise regarding the quality or integrity of the Company's financial statements, the Company's compliance with legal or regulatory requirements, the performance or independence of the independent auditors, the performance of the internal auditors or such other matters as the Committee deems appropriate from time to time or whenever it shall be called upon to do so.
The Audit Committee shall adopt written procedures for the confidential receipt, retention and consideration of any report of evidence of a material violation under Rule 205.3 of the Rules of Professional Conduct.
The Audit Committee shall carry out the responsibilities of a QLCC as set forth in the Rules of Professional Conduct.
The Audit Committee shall perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the foregoing.