Attached files
file | filename |
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S-1 - SMG Industries Inc. | v179920_s-1.htm |
EX-4.6 - SMG Industries Inc. | v179920_ex4-6.htm |
EX-3.2 - SMG Industries Inc. | v179920_ex3-2.htm |
EX-3.5 - SMG Industries Inc. | v179920_ex3-5.htm |
EX-3.3 - SMG Industries Inc. | v179920_ex3-3.htm |
EX-3.1 - SMG Industries Inc. | v179920_ex3-1.htm |
EX-14.1 - SMG Industries Inc. | v179920_ex14-1.htm |
EX-99.2 - SMG Industries Inc. | v179920_ex99-2.htm |
EX-10.1 - SMG Industries Inc. | v179920_ex10-1.htm |
EX-23.1 - SMG Industries Inc. | v179920_ex23-1.htm |
EXHIBIT 99.1
SMG INDIUM RESOURCES,
LTD.
CHARTER OF THE AUDIT
COMMITTEE
OF THE BOARD OF
DIRECTORS
The board of directors (the
“Board”) of SMG Indium Resources, Ltd. (the “Company”) hereby establishes the Audit
Committee of the Board with the following purpose, authority, powers, duties and
responsibilities.
Purpose
The purpose of the Audit Committee is to
represent and assist the Board 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 of the Company is responsible for (1) the
preparation, presentation and integrity of the Company’s financial statements;
(2) accounting and financial reporting principles; and (3) the
Company’s internal controls and
procedures designed to promote compliance with applicable accounting standards and applicable
laws, rules and regulations. The Company’s independent registered accounting firm (the
“Auditor”) is responsible for performing an
independent audit of the consolidated financial statements in accordance with
applicable accounting
standards for companies similar to the Company, including the standards of the Public Company
Accounting Oversight Board (“PCAOB”).
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 Auditor, nor can the Audit Committee
certify that the Auditor is “independent” under applicable
rules. The Audit Committee serves a
Board level oversight role where it
oversees the relationship with the Auditor, as set forth in this charter,
receives information and provides advice, counsel and general direction, as it
deems appropriate, to management and the Auditor, taking into account the
information it receives, discussions with the Auditor, and the experience of the
Audit Committee’s members in business,
financial and accounting matters.
Membership and
Structure
The Audit Committee shall initially be comprised of at least three directors determined by the Board to
meet the director and audit committee member independence requirements and
financial literacy requirements of the American Stock Exchange, Inc.
(“Amex”). At least one member of the Audit
Committee must be financially sophisticated, as determined by the Board, and no
Audit Committee member may have participated in the preparation of the financial
statements of the Company or any of the Company’s current subsidiaries at any
time during the past three years, each as required by Amex listing standards.
Appointment to the Audit Committee and
the designation of any Audit Committee members as “audit committee financial
experts” shall be made on an annual basis by the full Board.
Meetings of the Audit Committee shall be
held at such times and places as the Audit Committee shall determine, including
by teleconference,
videoconference or other electronic interface where all Audit Committee members
can hear one another, or by written consent. When necessary, the Audit Committee
shall meet in executive session outside of the presence of any senior officer of
the Company. The Chair of the Audit Committee
shall report on activities of the Audit Committee to the full Board. In fulfilling its responsibilities the
Audit Committee shall have authority to delegate its authority to subcommittees,
in each case to the extent permitted by applicable law, rule or regulation.
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Responsibilities
The Audit Committee shall:
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be directly responsible for the
appointment, replacement, compensation, and oversight of the work of the
Auditor. Such Auditor shall report directly to the Audit
Committee.
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obtain and review annually a
report by the Auditor describing the Company’s internal accounting and quality-control
procedures (as and
when applicable to the Company pursuant to the rules and regulations of
the U.S. Securities and Exchange Commission (“SEC”)).
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review and discuss with the
Auditor the written statement from
the independent auditor concerning any relationship between the
Auditor and the Company or any other relationships
that may adversely affect the independence of the Auditor, and, based on such review,
assesses the independence of the Auditor.
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establish policies and procedures
for the review and pre-approval by the Audit Committee of all auditing
services and permissible non-audit services (including the fees and terms
thereof) to be performed by the Auditor.
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review and discuss with the
Auditor: (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 Auditor’s procedures with respect
to interim periods.
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review and discuss reports from
the Auditors on (a) all critical
accounting policies and practices used by the Company, (b) alternative
accounting treatments within U.S. generally accepted accounting
principles (“GAAP”) or other applicable accounting
standards 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 Auditor, and (c) other
material written communications between the Auditor and Company management.
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review and discuss with the
Auditor the Auditor’s judgments as to the
quality, not just the acceptability, of the Company’s accounting principles and
such further matters as the Auditors present the Audit Committee under GAAP or other applicable
accounting standards.
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review and discuss with the Company’s
officers and the Auditor any earnings press
releases (should the
Company elect or be required to issue the same), including the interim financial
information and other disclosures included therein, reviews the year-end
audited financial statements and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” and, if deemed
appropriate, recommend to the Board that the audited financial statements
be included in the Company’s Annual Report on Form 10-K (for 20-F, as the case may be)
for the
year.
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review and discuss with the
Company’s officers and the Auditor various topics and events
that may have significant financial impact on the Company or that are the subject of
discussions between the Company’s officers and the Auditor.
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review and discuss with the
Company’s officers the Company’s major financial risk exposures and the
steps the Company’s officers have taken to monitor and control such
exposures.
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review, pass on the fairness
of, and approves
“related-party
transactions” as
required by and in conformance with the rules and regulations or Amex or
the SEC.
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review and discuss with the
Auditor and the Company’s
officers (and, as
applicable, review and recommend appropriate action regarding any material issues raised
regarding): (a) the adequacy and
effectiveness of the Company’s internal controls
(including any significant deficiencies and significant changes in
internal controls reported to the Audit Committee by the Auditor or Company management; and (b) the adequacy and
effectiveness of the Company’s disclosures controls and
procedures, and management reports or certifications thereon.
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review the use of auditors
or accounting
professionals other
than the Auditor.
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review matters related to the
corporate compliance activities of the
Company.
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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 concerns
regarding questionable accounting or auditing
matters.
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establish policies for the hiring
of employees and former employees of the Auditor.
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prepare any report of the Audit Committee
that may be
required by the rules
of the SEC
to be included in the
Company’s annual proxy
statement.
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when appropriate,
designate one or more of its members to
perform certain of its duties on its behalf, subject to such reporting to
or ratification by the Audit Committee as the Audit Committee shall
direct.
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will meet, at a minimum,
quarterly.
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Advisors
The Audit Committee shall have the
authority to engage independent legal, accounting and other advisors, as it determines necessary to carry
out its duties. The Audit Committee shall have sole
authority to approve related fees and retention terms of such advisors.
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