(Amended March 25, 2013)
The Board of Directors of The Goldfield Corporation (the “corporation”) has formed an audit committee to promote the financial transparency of the corporation and to ensure the integrity of the corporation’s financial reporting processes and products. This charter is meant to identify the personnel and functions of the audit committee.
II. Audit Committee Membership and Function:
A. Audit Committee Membership.
- The audit committee shall consist of directors, all of whom in the judgment of the Board of Directors shall meet the independence requirements for audit committee members under the NYSE American company guide. For so long as the corporation remains a Smaller Reporting Company filer (such that it files reports under the Securities and Exchange Commission Regulation S‑K, Item 10(f)(1)), the audit committee will have at least two members; otherwise, the corporation will have an audit committee composed of three or more members.
- Each audit committee member must be able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. At least one member of the audit committee shall be an “audit committee financial expert” (as defined by the Securities and Exchange Commission in Item 407(d)(5)(ii) and (iii) of Regulation S-K).
- Each audit committee member will be selected by the board of directors and will serve at the pleasure of the board of directors.
- The audit committee members shall elect a chairman from among its members.
B. Audit Committee Function.
- The audit committee has the ultimate authority and responsibility to select, oversee, evaluate, and, where appropriate, to replace the independent registered public accounting firm (or to nominate the independent registered public accounting firm to be proposed for stockholder approval in any proxy statement), and shall pre-approve all audit engagement fees and terms and all permitted non-audit service engagements with the independent registered public accounting firm. All employees of the corporation are directed to cooperate with as requested by committee members. The audit committee shall be responsible for overseeing the accounting and financial reporting processes of the corporation and the audits of the financial statements of the corporation. Oversight responsibilities over the independent registered public accounting firm are described further in Section III, below.
- The audit committee shall establish procedures for the receipt, retention, and treatment of complaints received by the corporation regarding accounting, internal accounting controls or auditing matters.
- The audit committee shall establish procedures for the confidential, anonymous submission by the employees of the corporation of concerns regarding questionable accounting or auditing matters or any other company practices.
- The audit committee shall have the resources and authority necessary to discharge its duties and responsibilities, including the authority to retain outside counsel or other experts or consultants, as it deems appropriate.
- The audit committee shall meet on at least a quarterly basis, inclusive of telephonic meetings, or more frequently as circumstances may require. Special meetings may be called by the chairman of the committee or at the request of the independent registered public accounting firm.
- The audit committee shall establish the scope and review the results of the annual audit.
- The audit committee will do whatever else the law, the corporation’s charter or bylaws or the board of directors requires.
III. Independent Auditor Oversight:
A. Auditor Qualifications.
- The audit committee is responsible for ensuring its receipt from the independent registered public accounting firm of a formal written statement delineating all relationships between the auditor and the corporation, consistent with PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence.
- The audit committee is also responsible for actively engaging in a dialogue with the independent registered public accounting firm with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent registered public accounting firm and to take or recommend that the full board of directors take appropriate action to ensure the independence of the independent registered public accounting firm.
B. Auditor Engagement Letter.
The independent registered public accounting firm’s engagement letter should define the nature and scope of the audit engagement and provide a written contract for the professional services of the independent registered public accounting firm.
C. Annual Audit Review.
In connection with the annual audit, the audit committee shall:
- Ascertain any disagreements between personnel of the independent registered public accounting firm and corporate management.
- Review corporate accounting policies and practices.
- Affirm that accounting policies are consistent with industry practices and are consistent with a fair presentation of the financial statement in conformity with generally accepted accounting principles.
- In consultation with the independent registered public accounting firm, review the integrity of the corporation’s financial reporting processes, both internal and external.
D. Quarterly Review.
Prior to the time that the corporation files its Quarterly Report on Form 10‑Q, the independent registered public accounting firm will conduct an Interim Financial Review as required by professional standards. The committee shall review and approve the process for preparing the financial statements to be submitted on Form 10‑Q.
E. Annual Report.
- Review corporate annual report to evaluate whether it contains a fair and meaningful presentation of financial statements, footnotes, and supplementary information.
- Affirm that the annual report discusses changes in corporate reporting or accounting practices (for example, departures from generally accepted accounting principles, exceptions to the consistent application of accounting principles, etc.).
- Review disclosure and ensure that practices are fully and fairly disclosed.
- Affirm appropriate use of statutory “safe harbor” disclosure if report contains forward looking information.
- Prepare for the inclusion in the annual meeting proxy statements a letter to stockholders stating whether with respect to the prior fiscal year:
(a) Management has reviewed the audited financial statements with the audit committee;
(b) Personnel of the independent registered public accounting firm have discussed with the audit committee the matters required to be discussed by professional auditing standards;
(c) The members have discussed among themselves, without management or the personnel of the independent registered public accounting firm present, the information disclosed to the audit committee described in (a) and (b) above;
(d) The audit committee recommended to the board of directors that the annual financial statements be included in the corporation’s Form 10‑K; and
(e) The audit committee has received written disclosures from the independent registered public accounting firm required by PCAOB Ethics and Independence Rule 3526, Communication with Audit Committees Concerning Independence.
IV. Audit Committee Report:
A. Annual Report.
The audit committee shall report at least annually to the board of directors. The report should:
- Set forth the audit committee’s function and responsibilities;
- Set forth a summary of the committee’s recommendations, particularly with respect to the selection of the independent registered public accounting firm and the review of the auditor’s report;
- Attach critical audit reports and management letters.
B. Committee Charter.
The audit committee shall:
- At least annually, affirm in the proxy statement the existence of an audit committee charter and compliance with the charter;
- At least annually, review and reassess the adequacy of the audit committee charter;
- At least triennially attach the audit committee charter to the corporation’s annual proxy statement or disclose a current copy of this charter on the corporation’s website.