Exhibit 99.1
IOWA FIRST BANCSHARES CORP.
AUDIT COMMITTEE CHARTER
The Audit Committee is a committee of the Board of Directors. Its primary
function is to assist the Board in fulfilling its oversight responsibilities by
reviewing the financial information which will be provided to the shareholders
and others, the systems of internal controls which management and the Board of
Directors have established, and the audit process.
In meeting its responsibilities, the Audit Committee is expected to:
1. Provide an open avenue of communication between the internal auditors, the
independent accountant, and the Board of Directors.
2. Review and update the committee's charter annually.
3. Recommend to the Board of Directors the independent accountants to be
nominated, approve the compensation of the independent accountant, and
review and approve the discharge of the independent accountants.
4. Review and concur in the appointment, replacement, reassignment, or
dismissal of the internal audit staff.
5. Review and assess the independence of the internal auditor and the
independent accountant, including a review and pre-approval of management
consulting services and related fees provided by the independent
accountant.
6. Inquire of management, the internal auditor, and the independent accountant
about significant risks or exposures and assess the steps management has
taken to minimize such risk to the company.
a. Certifying officers of the Company will meet with the committee a
minimum of four times annually to discuss disclosure controls,
internal controls, and any other issues deemed necessary by management
or the committee.
7. Consider, in consultation with the independent accountant and the internal
auditor, the audit scope and plan of the internal auditors and the
independent accountant.
8. Consider and review with the independent accountant and the internal
auditor:
a. The adequacy of the Company's internal controls.
b. Any related significant findings and recommendations of the
independent accountant and internal auditing together with
management's responses thereto.
9. Review with management and the independent accountant at the completion of
the annual examination:
a. The company's annual financial statements, related footnotes, and
other schedules before they are filed with the SEC or other
regulators.
b. The independent accountant's audit of the financial statements and the
resulting report.
c. Any significant changes required in the independent accountant's audit
plan.
d. Any significant difficulties or disputes with management encountered
during the course of the audit and their resolution.
e. Other matters related to the conduct of the audit which are to be
communicated to the committee under generally accepted auditing
standards.
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10. Consider and review with the internal auditor and management, as deemed
appropriate:
a. Significant findings during the year and management's responses
thereto.
b. Any difficulties encountered in the course of the audits, including
any restrictions on the scope of their work or access to required
information.
c. Any changes required in the planned scope of their audit plan.
d. The Internal Audit Department budget and staffing.
e. The Internal Audit Department Policy.
11. When necessary, meet with the internal auditor, the independent accountant,
and management in separate sessions to discuss any matters that the
committee or these groups believe should be discussed privately with the
Audit Committee.
12. Report committee actions to the Board of Directors with such
recommendations as the committee may deem appropriate.
13. Approve a letter for inclusion in the proxy statement that describes the
committee's composition and responsibilities, and how they were discharged.
14. Maintain procedures for the receipt, retention, and treatment of complaints
received by Iowa First Bancshares Corp. regarding accounting, internal
accounting controls, or auditing matters. The Audit Committee will also
maintain procedures for the "confidential, anonymous submission by
employees" of concerns regarding questionable accounting or auditing
matters.
15. The Audit Committee shall have the power to conduct or authorize
investigations into any matters within the committee's scope of
responsibilities. The committee shall be empowered to retain independent
counsel, accountants, or others to assist it in the conduct of any
investigation.
16. The committee shall meet at least four times per year or more frequently as
circumstances require. The committee may ask members of management or
others to attend the meeting and provide pertinent information as
necessary.
17. The committee will perform such other functions as assigned by law, the
Company's charter or bylaws, or the Board of Directors.
The membership of the Audit Committee shall consist of at least three
independent members of the Board of Directors who shall serve at the pleasure of
the Board of Directors. Audit Committee members may not be an executive officer
of or more than a 10% shareholder of the issuer. Audit Committee members may not
accept any consulting, advisory, or other compensatory fees from Iowa First
Bancshares Corp. or its subsidiaries, other than in his or her capacity as a
member of the Audit Committee, Board of Directors, or other Board committee.
Audit committee members and the committee chairman shall be nominated by the
Nominating Committee, with subsequent approval by the full Board of Directors.
The duties and responsibilities of a member of the Audit Committee are in
addition to those duties set out for a member of the Board of Directors.
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