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EXCEL - IDEA: XBRL DOCUMENT - Valmie Resources, Inc.Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - Valmie Resources, Inc.ex32-1.htm
EX-31.1 - EXHIBIT 31.1 - Valmie Resources, Inc.ex31-1.htm
10-K - ANNUAL REPORT - Valmie Resources, Inc.form10k.htm

 

VALMIE RESOURCES, INC.
(the “Company”)

 

AUDIT COMMITTEE CHARTER

 

This Charter establishes the composition, the authority, roles and responsibilities and the general objectives of the Company’s audit committee, or its Board of Directors (the “Board”) in lieu thereof (the “Audit Committee”). The roles and responsibilities described in this Charter must at all times be exercised in compliance with the laws and regulations governing the Company and any subsidiaries.

 

Composition

 

(a) Number of Members. The Audit Committee must be comprised of a minimum of one (1) director of the Company.
   
(b) Chair. If there is more than one member of the Audit Committee, members will appoint a chair of the Audit Committee (the “Chair”) to serve for a term of one (1) year on an annual basis. The Chair may serve as the chair of the Audit Committee for any number of consecutive terms.

 

Meetings

 

(a) Quorum. The quorum required to constitute a meeting of the Audit Committee is set at a majority of members.
   
(b) Agenda. The Chair will set the agenda for each meeting, after consulting with management and the Company’s external auditor (the “Auditor”). Agenda materials such as draft financial statements must be circulated to all members of the Audit Committee for such members to have a reasonable amount of time to review the materials prior to the meeting.
   
(c) Notice to Auditor. The Auditor will be provided with notice as necessary of any meeting of the Audit Committee, will be invited to attend each such meeting and will receive an opportunity to be heard at those meetings on matters related to the Auditor’s duties.
   
(d) Minutes. Minutes of meetings of the Audit Committee will be accurately recorded, with such minutes recording the decisions reached by the committee.

 

Roles and Responsibilities

 

The roles and responsibilities of the Audit Committee include the following:

 

External Auditor

 

The Audit Committee will:

 

(a) Selection of Auditor. Select, evaluate and recommend the Auditor to the Board for shareholder approval, to examine the Company’s accounts, controls and financial statements.

 

 
 

 

(b) Scope of Work. Evaluate, prior to the annual audit of the Company’s financial statements, the scope and general extent of the Auditor’s review, including the Auditor’s engagement letter.
   
(c) Compensation. Recommend to the Board the compensation to be paid to the Auditor.
   
(d) Replacement of Auditor. If necessary, recommend the replacement of the Auditor to the Board.
   
(e) Approve Non-Audit Related Services. Pre-approve all non-audit services to be provided by the Auditor to the Company.
   
(f) Responsibility for Oversight. Oversee the work of the Auditor, who must report directly to the Audit Committee.
   
(g) Resolution of Disputes. Assist with resolving any disputes between management and the Auditor regarding financial reporting.

 

Financial Statements and Financial Information

 

The Audit Committee will:

 

(a) Review Annual Financial Statements. Review the Company’s audited annual financial statements, discuss those statements with management and with the Auditor, and recommend their approval to the Board.
   
(b) Review Interim Financial Statements. Review and discuss with management the Company’s unaudited interim financial statements, and if appropriate, recommend their approval to the Board.
   
(c) MD&A, Annual and Interim Earnings Press Releases, Audit Committee Reports. Review management’s discussion and analysis, interim and annual press releases, and reports of the Audit Committee before the Company publicly discloses such information.
   
(d) Auditor Reports and Recommendations. Review and consider any significant reports and recommendations issued by the Auditor, together with management’s response, and the extent to which recommendations made by the Auditor have been implemented.

 

Risk Management, Internal Controls and Information Systems

 

The Audit Committee will:

 

(a) Internal Controls. Review with management and the Auditor the general policies and procedures used by the Company with respect to internal accounting and financial controls, and remain informed, through communications with the Auditor, of any weaknesses in internal controls that could cause errors or deficiencies in financial reporting or deviations from the accounting policies of the Company or from applicable laws or regulations.

 

 
 

 

(b) Financial Management. Periodically review the team in place to carry out financial reporting functions, circumstances surrounding the departure of any officers in charge of financial reporting, and the appointment of individuals to oversee such functions.
   
(c) Accounting Policies and Practices. Review management’s plans regarding any changes in accounting practices or policies and the financial impact thereof.
   
(d) Litigation. Review with the Auditor and the Company’s legal counsel any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Company and the manner in which these matters are being disclosed in the Company’s financial statements.
   
(e) Other. Discuss with management and the Auditor correspondence with regulators, employee complaints, or published reports that raise material issues regarding the Company’s financial statements or disclosure.

 

Complaints

 

The Audit Committee will:

 

(a) Accounting, Auditing and Internal Control Complaints. Establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters.
   
(b) Employee Complaints. Establish a procedure for the confidential transmittal on condition of anonymity by the Company’s employees of concerns regarding questionable accounting or auditing matters.

 

Authority

 

(a) Auditors. The Auditor, and any internal auditor hired by the Company, will report directly to the Audit Committee.
   
(b) Independent Advisors. The Audit Committee may, at the Company’s expense and without the approval of management, retain the services of independent legal counsel and any other advisors it deems necessary to carry out its duties and establish and pay the monetary compensation of such advisors.

 

Reporting

 

The Audit Committee will report to the Board on:

 

(a) the independence of the Auditor;
   
(b) the performance of the Auditor and any recommendations of the Audit Committee in relation thereto;
   
(c) the reappointment or termination of the Auditor;
   
(d) the adequacy of the Company’s internal controls and disclosure controls;

 

 
 

 

(e) the Audit Committee’s review of the Company’s financial statements, both annual and interim;
   
(f) the Audit Committee’s review of management’s discussion and analysis, both annual and interim;
   
(g) the Company’s compliance with legal and regulatory matters to the extent they affect the its financial statements; and
   
(h) all other material matters dealt with by the Audit Committee.