The purpose of the Audit Committee of the Board of Directors of Broadcast International, Inc. (the “Company”) shall be:
The Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board of Directors may from time to time prescribe.
The Audit Committee members will be appointed by, and will serve at the discretion of, the Board of Directors and will consist of at least three members of the Board of Directors. The members will meet the following criteria:
The responsibilities of the Audit Committee shall include:
Providing oversight and monitoring of Company management and the independent auditors and their activities with respect to the Company’s financial reporting process;
Recommending the selection and, where appropriate, replacement of the independent auditors to the Board of Directors;
Reviewing and negotiating fee arrangements with the independent auditors;
Reviewing the independent auditors’ proposed audit scope, approach and independence;
Reviewing the performance of the independent auditors, who shall be accountable to the Board of Directors and the Audit Committee;
Requesting from the independent auditors a formal written statement delineating all relationships between the auditor and the Company, consistent with Independent Standards Board Standard No. 1, and engaging in a dialogue with the auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors;
Directing the Company’s independent auditors to review before filing with the SEC the Company’s interim financial statements included in Quarterly Reports on Form 10-Q, using professional standards and procedures for conducting such reviews;
Discussing with the Company’s independent auditors the matters required to be discussed by Statement on Accounting Standard No. 61, as it may be modified or supplemented;
Reviewing with management, before release, the audited financial statements and Management’s Discussion and Analysis in the Company’s Annual Report on Form 10-k;
Providing a report in the Company’s proxy statement in accordance with the requirements of Item 306 of Regulation S-K and Item 7(e)(3) of Schedule 14A;
Reviewing the Audit Committee’s own structure, processes and membership requirements; and
Performing such other duties as may be requested by the Board of Directors.
Reviewing with corporation’s counsel, any legal matters that could have a significant impact on the corporation’s financial statements.
Investigating any report of evidence of material violation by company, its officers, directors, employees or agents.
Informing CEO, audit committee or BOD and to investigate or retain additional expert personnel to assist in the investigation.
Directing the company to adopt remedial measures, appropriate disclosures or procedures to prevent or rectify any material violation.
The committee has the responsibility and authority, in the event the company fails to respect or take remedial measures, to notify the SEC.
The Audit Committee will meet at least once per quarter or more frequently, as circumstances dictate. The Audit Committee may establish its own schedule, which it will provide to the Board of Directors in advance.
The Audit Committee will meet separately with the independent auditors as well as members of the Company’s management as it deems appropriate in order to review the financial controls of the Company.
The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.
Apart from the report prepared pursuant to Item 306 of Regulation S-K and Item 7(e)(3) of Schedule 14A, the Audit Committee will summarize its examinations and recommendations to the Board from time to time as may be appropriate, consistent with the Committee’s charter.