Attached files
| file | filename |
|---|---|
| S-1 - 6D Global Technologies, Inc | v191770_s1.htm |
| EX-4.4 - 6D Global Technologies, Inc | v191770_ex4-4.htm |
| EX-5.1 - 6D Global Technologies, Inc | v191770_ex5-1.htm |
| EX-23.2 - 6D Global Technologies, Inc | v191770_ex23-2.htm |
| EX-99.3 - 6D Global Technologies, Inc | v191770_ex99-3.htm |
| EX-99.4 - 6D Global Technologies, Inc | v191770_ex99-4.htm |
CHARTER
OF THE AUDIT COMMITTEE OF THE
BOARD OF
DIRECTORS OF CLEANTECH INNOVATIONS, INC.
ADOPTED
AS OF JULY 8, 2010
The Audit
Committee’s responsibilities and powers as delegated by the board of directors
are set forth in this Charter. Whenever the Committee takes an
action, it shall exercise its independent judgment on an informed basis that the
action is in the best interests of the Company and its
stockholders.
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I.
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PURPOSE AND AUTHORITY
OF THE COMMITTEE
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The Audit
Committee (the "Committee") of CleanTech Innovations, Inc. (the "Company") is
appointed by the Board of Directors (“Board”) to assist the Board in (1)
monitoring the quality, reliability and integrity of the accounting policies and
financial statements of the Company; (2) overseeing the Company's compliance
with legal and regulatory requirements; (3) reviewing the independence,
qualifications and performance of the Company's internal and external auditors,
(4) overseeing the performance of the Company's internal audit function and
independent auditors and (5) preparing an Committee report as required by the
Securities and Exchange Commission (the "SEC") to be included in the Company's
annual proxy statement.
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II.
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COMPOSITION OF THE
COMMITTEE
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The
Committee shall be comprised of three or more members of the Board. The members
of the Committee shall satisfy all applicable requirements then in effect of the
NASDAQ Stock Market LLC, or any stock exchange or national securities
association on which the Company's securities are listed or quoted and any other
applicable regulatory requirements, including without limitation requirements
relating to director independence, financial literacy, nomination and size of
the Committee, as well as the independence and experience requirements of
Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)
and the rules and regulations of the SEC. No member of the Committee
may serve on the Committee of more than three public companies, including the
Company, unless the Board (i) determines that such simultaneous service would
not impair the ability of such member to effectively serve on the Committee and
(ii) discloses such determination in the annual proxy statement.
All
members of the Committee shall have a working familiarity with basic finance and
accounting practices (or acquire such familiarity within a reasonable period
after his or her appointment) and at least one member must be an "audit
committee financial expert" under the requirements of the Sarbanes-Oxley
Act. Committee members may enhance their familiarity with finance and
accounting by participating in educational programs conducted by the Company or
by a third party.
The
members of the Committee shall be appointed annually to one-year terms by
majority vote of the Board, upon recommendation of the Nominating Committee, at
the first meeting of the Board following the annual meeting of the Company’s
stockholders and shall serve until such member's successor is duly elected and
qualified or until such member's earlier resignation, retirement, removal from
office or death. The members of the Committee may be removed, with or
without cause, by a majority vote of the Board. Vacancies on the Committee shall
be filled by majority vote of the Board at the next Board meeting following the
occurrence of the vacancy or as soon as practicable thereafter.
Unless a
Chair is elected by the full Board, the members of the Committee shall designate
a Chair by majority vote of the full Committee membership. The Chair
will chair all meetings of the Committee and set the agendas for Committee
meetings. The Chair shall establish an annual calendar with a
proposed agenda of the audit, financial and other related matters to be
addressed at each of the Committee's scheduled meetings during the
year. Committee members are expected to make suggestions for agenda
items. A vacancy in the position of Committee Chair shall be filled by majority
vote of the Committee at the next Committee meeting following the occurrence of
the vacancy or as soon as practicable thereafter.
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III.
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MEETINGS AND
PROCEDURES OF THE COMMITTEE
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The
Committee shall meet as often as its members deem necessary to fulfill the
Committee's responsibilities, but not less frequently than
quarterly. A majority of the Committee members shall constitute a
quorum for the transaction of the Committee’s business. The Committee shall act
upon the vote of a majority of its members at a duly called meeting at which a
quorum is present. Any action of the Committee may be taken by a written
instrument signed by all of the members of the Committee. The Committee shall
have the authority to establish other rules and procedures for notice and
conduct of its meetings consistent with the Company’s bylaws and this
Charter. A majority of the members of the Committee present in person
or by means of a conference telephone or other communications equipment by means
of which all persons participating in the meeting can hear each other shall
constitute a quorum.
The
Committee may form subcommittees for any purpose that the Committee deems
appropriate and may delegate to such subcommittees such power and authority
within the scope of the Committee’s authority as the Committee deems
appropriate; provided,
however, that no subcommittee shall consist of fewer than two members;
and provided further
that the Committee shall not delegate to a subcommittee any power or authority
required by any applicable law, regulation or listing standard to be exercised
by the Committee as a whole.
All
non-management directors that are not members of the Committee may attend
meetings of the Committee but may not vote. Additionally, the
Committee may invite to its meetings any director, member of management of the
Company and such other persons as it deems appropriate in order to carry out its
responsibilities. However, when necessary, the Committee may meet in executive
session without such other persons present, and in all cases such officers shall
not be present at meetings at which their performance and compensation are being
discussed and determined.
Following
each of its meetings, the Committee shall report its deliberations at the next
meeting of the Board, including a description of all actions taken by the
Committee at the meeting and an identification of any matters that require
action by the Board. The Committee shall keep written minutes of its
meetings which shall be maintained with the books and records of the
Company.
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IV.
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COMMITTEE AUTHORITY
AND RESPONSIBILITIES
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The
Committee shall have the sole authority to appoint or replace the independent
auditor. The Committee shall be directly responsible for determining
the compensation and oversight of the work of the independent auditor (including
resolution of disagreements between management and the independent auditor
regarding financial reporting) for the purpose of preparing or issuing an audit
report or related work. The independent auditor shall report directly
to the Committee.
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The
Committee shall pre-approve all auditing services and permitted non-audit
services to be performed for the Company by its independent auditor, including
the fees and terms thereof (subject to the de minimus exceptions for
non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which
are approved by the Committee prior to the completion of the
audit). The Committee may form and delegate authority to
subcommittees of the Committee consisting of one or more members when
appropriate, including the authority to grant pre-approvals of audit and
permitted non-audit services, provided that decisions of such subcommittee to
grant pre-approvals shall be presented to the full Committee at its next
scheduled meeting.
The
Committee shall have the authority, to the extent it deems necessary or
appropriate, to retain independent legal, accounting or other
advisors. The Company shall provide for appropriate funding, as
determined by the Committee, for payment of compensation to (i) the independent
auditor for the purpose of rendering or issuing an audit report and (ii) any
advisors employed by the Committee.
The
Committee shall make regular reports to the Board. The Committee
shall review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval. The Committee
annually shall review the Committee’s own performance.
The
Committee shall:
Financial Statement and
Disclosure Matters
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1.
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Meet
with the independent auditor prior to the audit to review the scope,
planning and staffing of the audit.
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2.
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Review
and discuss with management and the independent auditor the annual audited
financial statements, and recommend to the Board whether the audited
financial statements should be included in the Company’s Form
10-K.
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3.
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Review
and discuss with management and the independent auditor the Company’s
quarterly financial statements prior to the filing of its Form 10-Q,
including the results of the independent auditor’s review of the quarterly
financial statements.
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4.
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Discuss
with management and the independent auditor, as appropriate, significant
financial reporting issues and judgments made in connection with the
preparation of the Company’s financial statements,
including:
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(a)
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any
significant changes in the Company’s selection or application of
accounting principles;
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(b)
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the
Company’s critical accounting policies and
practices;
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(c)
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all
alternative treatments of financial information within US generally
accepted accounting principles ("GAAP") that have been discussed with
management and the ramifications of the use of such alternative accounting
principles;
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(d)
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any
major issues as to the adequacy of the Company’s internal controls and any
special steps adopted in light of material control deficiencies;
and
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(e)
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any
material written communications between the independent auditor and
management, such as any management letter or schedule of unadjusted
differences.
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5.
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Discuss
with management the Company’s earnings press releases generally, including
the use of “pro forma” or “adjusted” non-GAAP information, and any
financial information and earnings guidance provided to analysts and
rating agencies. Such discussion may be general and include the
types of information to be disclosed and the types of presentations to be
made.
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6.
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Discuss
with management and the independent auditor the effect on the Company’s
financial statements of (i) regulatory and accounting initiatives and (ii)
off-balance sheet structures.
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7.
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Discuss
with management the Company’s major financial risk exposures and the steps
management has taken to monitor and control such exposures, including the
Company’s risk assessment and risk management
policies.
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8.
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Discuss
with the independent auditor the matters required to be discussed by
Statement on Auditing Standards No. 114 relating to the conduct of the
audit, including any difficulties encountered in the course of the audit
work, any restrictions on the scope of activities or access to requested
information, and any significant disagreements with
management.
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9.
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Review
disclosures made to the Committee by the Company’s CEO and CFO (or
individuals performing similar functions) during their certification
process for the Form 10-K and Form 10-Q
about any significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting and any fraud
involving management or other employees who have a significant role in the
Company’s internal control over financial
reporting.
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Oversight of the Company’s
Relationship with the Independent Auditor
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10.
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At
least annually, obtain and review a report from the independent auditor
regarding (a) the independent auditor’s internal quality-control
procedures, (b) any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, or by any inquiry or
investigation by governmental or professional authorities within the
preceding five years respecting one or more independent audits carried out
by the firm, (c) any steps taken to deal with any such issues and (d) all
relationships between the independent auditor and the
Company. Evaluate the qualifications, performance and
independence of the independent auditor, including whether the auditor’s
quality controls are adequate and the provision of permitted non-audit
services is compatible with maintaining the auditor’s independence, and
taking into account the opinions of management and the internal
auditor. The Committee shall present its conclusions with
respect to the independent auditor to the
Board.
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11.
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Verify
the rotation of the lead (or coordinating) audit partner having primary
responsibility for the audit and the audit partner responsible for
reviewing the audit as required by law. Consider whether, in
order to assure continuing auditor independence, it is appropriate to
adopt a policy of rotating the independent auditing firm on a regular
basis.
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12.
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Oversee
the Company’s hiring of employees or former employees of the independent
auditor who participated in any capacity in the audit of the
Company.
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13.
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Be
available to the independent auditor during the year for consultation
purposes.
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Compliance Oversight
Responsibilities
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14.
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Obtain
assurance from the independent auditor that Section 10A(b) of the Exchange
Act has not been implicated.
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15.
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Review
and approve all related-party transactions, including analyzing the
shareholder base of each target business so as to ensure that the Company
does not consummate a business combination with an entity that is
affiliated with the Company’s
management.
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16.
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Inquire
and discuss with management the Company’s compliance with applicable laws
and regulations and with the Company’s Code of Ethics in effect at such
time, if any, and, where applicable, recommend policies and procedures for
future compliance.
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17.
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Establish
procedures (which may be incorporated in the Company’s Code of Ethics, in
effect at such time, if any) for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or reports which raise material issues regarding the
Company’s financial statements or accounting
policies.
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18.
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Discuss
with management and the independent auditor any correspondence with
regulators or governmental agencies and any published reports that raise
material issues regarding the Company’s financial statements or accounting
policies.
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19.
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Discuss
with the Company’s legal counsel legal matters that may have a material
impact on the financial statements or the Company’s compliance
policies.
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20.
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Review
proxy disclosure to ensure that it is in compliance with SEC rules and
regulations.
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V.
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COMMITTEE
RESOURCES
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The
Committee, in discharging its oversight role, is empowered to study or
investigate any matter of interest or concern that the Committee deems
appropriate. The Committee shall have the authority to retain special
legal, accounting or other advisers to advise the Committee, including without
limitation the sole authority to determine the fees payable and other terms of
retention of the independent auditor for the purpose of rendering or issuing the
annual audit reports and any independent legal, accounting or other advisers
retained to advise the Committee. The Company shall provide for
appropriate funding for (i) compensation to the Company's independent auditors
for the purpose of preparing or issuing audit reports or performing other work,
(ii) compensation to any independent legal, accounting or other advisers
employed by the Committee and (iii) ordinary administrative expenses of the
Committee that are necessary or appropriate in carrying out its
duties.
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VI.
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UNDERSTANDING AS TO
THE COMMITTEE'S ROLE
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Management
of the Company is responsible for the day-to-day operation of the Company's
business. In addition, the independent auditors and management have
the fundamental responsibility for the Company's financial statements and
disclosures. As a result, the Company's officers and employees and
other persons who may be engaged by the Committee may have more time, knowledge
and detailed information about the Company than do the Committee
members. The Committee will review information, opinions, reports or
statements presented to the Committee by the Company's officers or employees or
other persons as to matters the Committee members reasonably believe are within
such other person's professional or expert competence and who has been selected
with reasonable care by or on behalf of the Company. While the
Committee has the responsibilities and powers set forth in this charter, each
member of the Committee, in the performance of his or her duties, will be
entitled to rely in good faith upon reports presented to the Committee by these
experts. The Committee is not responsible for certifying the
Company's financial statements or the auditor's report. Accordingly,
the Committee's role does not provide any special assurances with regard to
matters that are outside the Committee's area of expertise or that are the
traditional responsibility of management and the auditors.
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