The Audit Committee Sample Clauses

The Audit Committee. (a) The Shareholders shall cause the Board to establish and maintain an audit committee (the “Audit Committee”) to perform such duties and have such responsibilities as are delegated to it from time to time by the Board, including reviewing and ensuring the adequacy and effectiveness of the Accounting Policy and system of internal controls, approving and directing internal audit plans, supervising the preparation of the Financial Statements, recommending external auditors for appointment as the Independent Auditor, and ensuring that the required access to the Company’s books, records, and personnel is provided to the Independent Auditor as well as any auditors appointed by individual Shareholders, whether jointly or separately, to conduct audits on their behalf. (b) Prior to the admission of the PublicCo Shareholder as a Shareholder, the Audit Committee shall consist of four (4) Directors, with each Founding Shareholder having the right to appoint two (2) of its nominated Directors as members of the Audit Committee. Following the admission of the PublicCo Shareholder as a Shareholder, the Audit Committee shall consist of three (3) Directors, with each Founding Shareholder and the PublicCo Shareholder having the right to appoint one (1) of its nominated Directors as a member of the Audit Committee. No appointees to the Audit Committee may be members of the Management Team.

The Audit Committee. The Audit Committee shall consist of three (3) Receiver directors (as hereinafter defined), one (1) of which must be a financial expert. The Audit Committee shall have such powers and responsibilities as set forth herein and as determined in the audit committee charter, to be approved by the majority of the entire board, which include, but are not limited to the authority to supervise auditors and make decisions regarding accounting matters. For the purposes of this Article V: (a) an independent director will be an individual who, in accordance with Rule 4350 of the National Association of Securities Dealers Automated Quotations (“Nasdaq”), would be eligible for membership on an Audit Committee of a corporation listed on Nasdaq, and (b) a financial expert will be an individual fulfilling the requirements of the definition set forth the Securities and Exchange Commission in Item 407 of Regulation S-K.

The Audit Committee. The Home Office Financial Management Code of Practice states that the PCC and Chief Constable should establish an independent audit committee. This is a combined body which will consider the internal and external audit reports of both the PCC and the Chief Constable. The Audit Committee will advise the PCC and the Chief Constable according to good governance principles and will adopt appropriate risk management arrangements in accordance with proper practices. In establishing the Audit Committee the PCC and the CC shall have regard to the CIPFA guidance on Audit Committees. The Audit Committee shall comprise of between three and five members who must be independent of both the PCC and the CC. The Audit Committee shall establish formal terms of reference, covering its core functions, which shall be formally adopted and which it will review on an annual basis. The terms of reference set out the full scope and responsibilities of the Joint Audit Committee. The PCC and the CC shall be represented at all meetings of the Audit Committee.

The Audit Committee. The Audit Committee shall be responsible for reviewing the Network’s financial statements and overseeing the Network’s financial controls and procedures. The duties of the Audit Committee are the following: recommending to the Board the independent auditors to be selected in accordance with Section 14.2 of this Agreement, reviewing the work completed by the independent auditors each year, providing direction to the internal audit staff and the independent auditors, reviewing the Network’s financial statements, reviewing the quarterly and monthly reports to the Members and reporting promptly to the Board on the activities of such committee.

The Audit Committee. The Audit Committee is presently comprised of Messrs. Hinckley and ▇▇▇▇▇▇. The Audit Committee: (1) recommends to the Board of Directors the annual appointment of our independent auditors, (2) discusses and reviews in advance the scope and the fees of the annual audit, (3) reviews the results of the audit with our independent auditors, (4) reviews and approves non-audit services of the independent auditors, (5) reviews compliance with our existing major accounting and financial reporting policies, (6) reviews the adequacy of our financial organization and (7) reviews management's procedures and policies relating to the adequacy of our internal accounting controls and compliance with applicable laws relating to accounting practices. The Committee held six meetings during 1999. The Board currently has no nominating committee or committee performing a similar function. COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Section 16(a) of the Securities Exchange Act of 1934 requires a company's officers and directors, and persons who own more than ten percent of a registered class of the company's equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the Securities and Exchange Commission (the "SEC") and the National Association of Securities Dealers, Inc. Such officers, directors and ten-percent stockholders are also required by SEC rules to furnish the company with copies of all forms that they file pursuant to Section 16(a). Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons that no other reports were required for such persons, we believe that all Section 16(a) filing requirements applicable to our officers, directors and ten-percent stockholders were complied with in a timely fashion.

The Audit Committee. (a) Promptly after the Formation Date, the Shareholders shall cause the Board of Managers to establish an audit committee (the Audit Committee) comprising Board Managers who are not members of the Management Team. The Board of Managers shall determine, by way of a resolution, the term and the number of, and the Board Managers who shall comprise, members of the Audit Committee, provided that these include at least one (1) representative appointed by each Shareholder which holds at least twenty percent (20%) of the Shareholder Instruments. (b) The Audit Committee will perform such duties and have such responsibilities as are delegated to it from time to time by the Board of Managers, including reviewing and ensuring the adequacy and effectiveness of the Company's system of internal controls, approving and directing internal audit plans, supervising the preparation of the Company's Financial Statements, recommending the appointment of the External Auditor and ensuring that the required access to the Company's books, records and personnel is provided to the External Auditor as well as any auditors appointed by individual Shareholders, whether jointly or severally, to conduct audits on their behalf. (c) All decisions of the Audit Committee shall be taken by an affirmative vote of the majority of the members thereof.

The Audit Committee. 3.5.1 As soon as reasonably practicable after the date on which the Merger Control Condition is satisfied or waived by the Investor and RBSG, and in any event on or prior to the Closing Date, RBSG and the Investor shall establish an audit committee which shall be a subcommittee of the Transitional Board comprising five members (the “Audit Committee”), which shall at all times perform its functions subject to, and within the parameters of, the RBS Policies. The Investor may appoint one member of and one observer (who shall not have any voting rights) to the Audit Committee. The CEO shall be a member of the Audit Committee. 3.5.2 Subject to the need at all times for the Businesses to be conducted subject to, and within the parameters of, the RBS Policies, the function of the Audit Committee shall be to: (i) monitor the integrity of any accounts relating to the Businesses and discuss with the auditors the accounting policies to be adopted; (ii) review significant financial and accounting judgments; (iii) monitor and review the scope, nature of the work and effectiveness of the internal audit processes; (iv) provide assurance to the Transitional Board in relation to: (a) compliance with Law and Regulations, and review the procedures for monitoring such compliance; (b) the adoption of and compliance with corporate governance procedures; (c) the internal financial controls and management systems; (d) the effectiveness of the external audit process; and (e) the terms and conditions of engagement of external auditors for the provision of audit and non-audit services.