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INSIGHT HEALTH SERVICES CORP.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
AMENDED AND RESTATED CHARTER
I. PURPOSE, OBJECTIVES AND DUTIES
The primary purpose of the Audit Committee is to assist the Board of Directors
("Board") in fulfilling its oversight responsibilities by reviewing: the
financial reports and other financial information provided by InSight Health
Services Corp. ("Company") to any governmental body or the public; the Company's
systems of internal controls regarding finance and accounting that management
and the Board have established; and the Company's auditing, accounting and
financial reporting processes generally. Consistent with this purpose, the Audit
Committee shall encourage continuous improvement of, and foster adherence to the
Company's policies, procedures and practices at all levels.
The Audit Committee's primary objectives are to:
o Serve as an independent and objective party to monitor the Company's
financial reporting processes and internal controls systems.
o Review the work of the Company's independent accountants.
o Provide independent, direct, and open communications among the
Company's independent accountants, financial and senior management,
and the Board.
o Oversee with management the reliability and integrity of the Company's
accounting policies and financial reporting and disclosure practices.
The Audit Committee's primary duties shall specifically be to:
o Discuss and review with the Company's independent accountants their
ultimate accountability to the Board and the Audit Committee.
o Share with the Board the ultimate authority and responsibility to
select, evaluate and, where appropriate, replace the Company's
independent accountants.
o Ensure that the Company's independent accountants submit on a periodic
basis to the Audit Committee a formal written statement delineating
all relationships between the independent accountants and the Company.
o Engage actively in a dialogue with the Company's independent
accountants with respect to any disclosed relationship or services
that may impact the objectivity of the independent accountants and
recommend that the Board take appropriate
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action in response to the independent accountants' report to satisfy
itself of the independent accountants' independence.
II. COMPOSITION
1. Composition of Audit Committee.
(a) The Audit Committee shall consist of at least three directors, all of
whom have no relationship to the Company that may interfere with the
exercise of their independence from management and the Company
("Independent").
(b) Each member of the Audit Committee shall be financially literate, as
such qualification is interpreted by the Board in its business
judgment, or must become financially literate within a reasonable
period of time after his or her appointment to the Audit Committee.
(c) At least one member of the Audit Committee must have accounting or
related financial management expertise, as the Board interprets such
qualification in its business judgment.
2. Independence Requirement of Audit Committee Members.
Notwithstanding the definition of Independent provided in Section II.1.(a)
above, the following persons are not considered Independent:
(a) a director who is employed by the Company or any of its affiliates for
the current year or any of the past three years;
(b) a director who accepted compensation from the Company or any of its
affiliates in excess of $60,000 during the previous fiscal year, other
than compensation for Board service, benefits under a tax-qualified
retirement plan, or non-discretionary compensation;
(c) a director who is a member of the immediate family of an individual
who has, or has been in any of the past three years, employed by the
Company or any of its affiliates as an executive officer;
(d) a director who is a partner in or a controlling shareholder or an
executive officer of any for-profit business organization to which the
Company made or from which the Company received, payments (other than
those arising solely from investments in the Company's or the business
organization's securities) that exceed 5% of the Company's or the
business organization's consolidated gross revenues for that year, or
$200,000, whichever is more, in any of the past three years;
(e) a director who is employed as an executive officer of another entity
where any of the Company's executives serve on that entity's
compensation committee.
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Notwithstanding the above, one director who is not Independent and is not a
current employee or an immediate family member of such employee, may be
appointed to the Audit Committee, if the Board, under exceptional and
limited circumstances, determines that membership on the Audit Committee by
that individual is required in the best interest of the Company and its
stockholders and the Board discloses, in the next annual proxy statement
subsequent to such determination, the nature of the relationship and the
reasons for that determination.
3. Election of Audit Committee Members.
The members of the Audit Committee shall be elected by the Board at the
Board meeting following the annual meeting of stockholders or until their
successors shall be duly elected and qualified. Unless a Chairperson is
elected by the full Board, the members of the Audit Committee shall
designate a Chairperson by majority vote of the full Audit Committee
membership.
III. MEETINGS
The Audit Committee shall meet in person or by telephone at least four times
annually, or more frequently as circumstances dictate, including the meetings
described below, and shall report to the Board following each meeting of the
Audit Committee at the next regularly scheduled meeting of the Board or sooner.
As part of its primary function, to foster independent, direct, and open
communications, the Audit Committee shall meet at least annually with management
and the Company's independent accountants in separate executive sessions to
discuss any matters that the Audit Committee or each of these groups believe
should be discussed privately. In addition, the Chairperson of the Audit
Committee shall meet in person or by telephone with the Company's independent
accountants and the Company's chief financial officer quarterly to review the
Company's financial statements consistent with Section IV.4, 5 and 6 below.
IV. RESPONSIBILITIES
To fulfill its primary responsibilities the Audit Committee shall:
DOCUMENTS/REPORTS REVIEW
1. Review and update this Charter periodically, and at least annually, as
conditions dictate.
2. Review the Company's annual financial statements and related notes thereto
and any reports or other financial information submitted to any
governmental body or the public, including any certification, report,
analysis, opinion or review rendered by the Company's independent
accountants, where such prior review is practicable.
3. Review the regular internal quarterly reports to management.
4. Review filings made with the Securities and Exchange Commission ("SEC") and
other published documents containing the Company's financial statements and
consider whether the information contained in such documents is consistent
with the
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information contained in the Company's financial statements, where such
prior review is practicable.
5. Include in the Company's proxy statements relating to annual meetings of
stockholders at which directors are to be elected (or special meetings or
written consents in lieu of such meetings) a report of the Audit Committee
that complies with the SEC's regulations for such reports.
6. Review (or cause the Chairperson of the Audit Committee to review) with the
Company's independent accountants and the Company's chief financial officer
each quarterly report on Form 10-Q and all financial statements and related
notes thereto (or any successor report thereto under the rules and
regulations of the SEC) prior to its filing with the SEC or prior to the
public release of the Company's earnings, where such prior review is
practicable.
INDEPENDENT ACCOUNTANTS
7. Recommend to the Board the selection, evaluation and, where appropriate,
replacement of the Company's independent accountants, consider the
independence and effectiveness of the independent accountants and approve
the fees and other compensation to be paid to the independent accountants
and the range and cost of audit and non-audit services performed by the
independent accountants. On an annual basis, the Audit Committee shall
review and discuss with the independent accountants all significant
relationships the independent accountants have with the Company in order to
determine such independent accountants' independence.
8. Periodically consult with the Company's independent accountants out of the
presence of management about internal controls and the fullness and
accuracy of the Company's financial statements.
FINANCIAL REPORTING PROCESSES
9. In consultation with the Company's independent accountants, review the
integrity of the Company's financial reporting processes, both internal and
external; confer with the independent accountants concerning the scope of
their examinations of the books and records of the Company and its
subsidiaries; review and approve the independent accountant's annual
engagement letter; review and approve the Company's annual audit plans and
budgets; direct the special attention of the independent accountants to
specific matters or areas deemed by the Audit Committee to be of special
significance; and authorize the independent accountants to perform such
supplemental reviews or audits as the Audit Committee may deem necessary.
10. Consider the Company's independent accountants' judgments about the quality
and appropriateness of the Company's accounting principles as applied in
its financial reporting.
11. Consider and approve, if appropriate, major changes to the Company's
auditing and accounting principles and practice as suggested by the
Company's independent accountants or management.
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PROCESS IMPROVEMENT
12. Establish regular and separate systems of reporting to the Audit Committee
by each of management and the Company's independent accountants regarding
any significant judgments made in management's preparation of the financial
statements and the view of each as to the appropriateness of such
judgments.
13. Following completion of the Company's annual audit, review separately with
each of management and the Company's independent accountants any
significant difficulties encountered during the course of the audit,
including any restrictions on the scope of work or access to required
information and the nature and extent of any significant changes in
accounting principles or the application thereto.
14. Review any significant disagreement among management and the Company's
independent accountants in connection with the preparation of the financial
statements.
15. Review with the Company's independent accountants and management the extent
to which changes or improvement in financial or accounting practices, as
approved by the Audit Committee, have been implemented. (This review should
be conducted at an appropriate time subsequent to implementation of changes
or improvements, as decided by the Committee.)
16. Inquire of management and the Company's independent accountants about
significant risks or exposures and assess the steps that management has
taken to minimize such risks to the Company.
GENERAL
17. Perform any other activities consistent with this Charter, the Company's
Amended and Restated Bylaws and governing law, as the Audit Committee or
the Board deems necessary or appropriate.
V. LIMITATIONS
The Audit Committee is responsible for the duties set forth in this Charter but
is not responsible for either the preparation of the financial statements or the
auditing of the financial statements. Management has the responsibility for
preparing the financial statements and implementing internal controls and the
Company's independent accountants have the responsibility for auditing the
financial statements and maintaining the effectiveness of the internal controls.
The review of the financial statements by the Audit Committee is not of the same
quality as the audit performed by the Company's independent accountants. In
carrying out its responsibilities, the Audit Committee believes its policies and
procedures should remain flexible in order to best react to a changing
environment.
VI. CONSISTENCY WITH CERTIFICATE OF INCORPORATION/AMENDED AND RESTATED BYLAWS
To the extent that any provision or section of this Charter may be inconsistent
with any article, provision or section of the Certificate of Incorporation or
Amended and Restated Bylaws of the Company, the Certificate of Incorporation or
Amended and Restated Bylaws, as appropriate, shall fully control.
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