2004 Committee Charter : INMTOrganization and Composition
The Audit Committee will consist of at least three financially literate directors appointed by the full Board who are independent in accordance with applicable laws, regulations and listing requirements. At least one member of the Audit Committee will be an audit committee financial expert as determined by the full Board in accordance with applicable laws, regulations and listing requirements.
General Statement of Purpose
The Audit Committee will provide assistance to the other directors in fulfilling their responsibility to the shareholders, potential shareholders, and investment community relating to oversight of the Company's accounting and financial reporting processes and audits of the Company's financial statements. The Audit Committee will perform such other functions as are required by applicable laws, regulations and listing requirements.
In carrying out its responsibilities, the Audit Committee's policies and procedures will remain flexible in order to best react to changing conditions and to ensure to the Directors and shareholders that the corporate accounting and reporting practices of the Company are of high quality and in accordance with all requirements.
In carrying out its responsibilities, the Audit Committee will:
Obtain the approval of this Charter by the full Board and review and reassess this Charter as conditions dictate or at least annually.
Appoint the outside auditors and determine the compensation of the outside auditors.
Have an understanding with the outside auditors that they report to and are accountable to the Audit Committee, and that the Audit Committee has the authority and responsibility for their selection, engagement, compensation, evaluation, and if appropriate, termination.
Meet with the outside auditors and financial management of the company to review, in advance, the scope of the proposed audit and timely reviews for the current year, and the procedures to be utilized and their relevance to operations controls, and at the conclusion thereof, review such audit or review, including any comments or recommendations of the independent auditors.
Review and approve, in advance, any proposed non-audit services to be undertaken by the outside auditors, provided that such services are permitted by applicable laws, regulations and listing requirements. The Chairman of the Audit Committee may review and pre-approve any proposed non-audit services, provided that any pre-approved services will be reviewed by the full Audit Committee at its next regularly scheduled meeting.
Review periodically with the outside auditors and Company management the adequacy and effectiveness of the accounting and financial controls of the company, and elicit any recommendations for the improvement of such internal controls or particular areas where new or more detailed controls or procedures are desirable.
Review periodically the state of the Company's compliance with legal and regulatory requirements and review any legal or regulatory matters that may have a material effect on the Company's financial position or reputation.
Review the Company's internal audit function, including its reporting obligations, the proposed audit plans and the coordination of such plans with the outside auditors.
Inquire of the Company's management and the outside auditors about significant risks or exposures and assess the steps management has taken to minimize such risks.
Review with management and the outside auditors the financial statements to be contained in the annual report to shareholders and discuss with them their judgment about the quality, appropriateness of accounting principles, reasonableness and clarity of the information contained in the financial statements.
Review with management and the outside auditors the Company's interim financial statements to be contained in quarterly or other reports and discuss with the outside auditors any issues raised by their review of the interim financial statements.
Provide for regular meetings and communications with the outside auditors. Provide appropriate opportunity for the outside auditors to meet with the Audit Committee without members of management present. Provide open accessibility for the outside auditors to discuss any matters with the Audit Committee or any member of the Audit Committee as the outside auditors may deem appropriate.
If necessary and appropriate, retain outside advisors to assist the Audit Committee in performing its functions, and determine the compensation of such advisors.
Prepare an annual report for inclusion in the Company's proxy statement as required by applicable laws, regulations and listing requirements.
Require that the outside auditors provide to the Audit Committee annually in connection with the audit, a formal written statement delineating all relationships between the outside auditors and the Company consistent with Independence Standards Board Standard No. 1. Engage in a discussion with the auditors with respect to any disclosed relationships or services that may affect the objectivity and independence of the auditors.
Investigate any matter brought to the attention of the Audit Committee within the scope of its responsibilities, and at the Company's expense retain and determine funding for outside counsel or other advisors to assist in any such investigation.
Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters, including the confidential and anonymous submission by employees of concerns about questionable accounting or auditing matters. Receive, review and decide on any waivers of the Company's code of conduct for directors or executive officers.
Regularly report to the full Board with respect to matters considered at meetings of the Audit Committee or otherwise coming to the attention of the Audit Committee.