EXHIBIT A
FIDELITY BANCORP, INC.
THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
1.0 PURPOSE:
To provide assistance to the Board of Directors in fulfilling its
fiduciary responsibilities to oversee management activities
relating to internal control, accounting and financial reporting
policies and the quality and integrity of the Company's financial
reports.
To review the independence of the independent outside auditor and
the objectivity of internal auditor.
To review the adequacy and reliability of disclosures to
stockholders.
To perform the audit committee functions specified by the Office
of Thrift Supervision and the Federal Deposit Insurance
Corporation for depository institution subsidiaries of the
Company
The Committee's duties do not include planning or conducting
audits or determining that the Company's financial statements are
complete and accurate and are in accordance with generally
accepted accounting principles. Nor is it the duty of the
Committee to assure compliance with laws and regulations. These
are the responsibilities of management.
2.0 ROLES AND RESPONSIBILITIES:
Recommend to the Board of Directors an independent public
auditor possessing the qualifications and experience necessary to
conduct a competent and comprehensive audit of the Company and
its subsidiaries.
Review the scope of the proposed annual audit plan of the
independent outside auditor and the audited financial report and
report on internal controls that are subsequently produced.
Review the Company's audited financial statements and
approve their release to stockholders and for filing with the
SEC. Recommend to the Board of Directors that they be included in
the Company's Annual Report. As part of this review, discuss with
senior management and the independent auditor the accounting
principles as applied, their quality and significant assumptions,
estimates and judgments used in the preparation of the audited
financial statements.
2
Review any significant change in accounting principles or
developments in accounting practices.
Evaluate the performance of the public auditor and annually
request a report of the relationships or services that may impact
their objectivity and independence. As appropriate, recommend
actions in response to these reports.
Include in the Company's annual proxy statement the
Committee Charter required by the rules of the SEC. Instruct the
outside auditor to appraise the Committee Chair, at a minimum, of
any issues deemed significant and related to the Company's
quarterly financial results prior to filing of the Company's Form
10Q.
Provide a vehicle and establish a forum for the free and
open communication of views and information between the
directors, the public auditors, the internal auditors and
management. The Committee will meet at least annually with the
Chief Financial Officer, the Company's Internal Auditor and the
outside auditor in separate executive sessions. The outside
public auditor is ultimately accountable to the Board and the
Committee. The Company's Internal Auditor is ultimately
accountable to the Board and the Committee.
Require the Bank's Chief Compliance Officer to make
available appropriate internal audits and appropriate management
personnel regarding the Bank's compliance with applicable laws
and regulations. Insist upon and monitor corrective action
directed at compliance exceptions.
Review with the public auditor, the Company's internal
auditor and financial and accounting personnel, the adequacy and
effectiveness of the accounting and financial controls, and
elicit recommendations for the improvement of such internal
control procedures or particular areas where new or more detailed
controls or procedures are desirable.
Assess the effectiveness of the audit effort through
meetings with the independent auditor and internal auditor.
Oversee the selection, compensation and performance evaluation of
the Company's Internal Auditor. Determine that no restrictions
were placed upon audit scope. Assess the review of security for
computer systems, facilities and backup systems. Conduct private
review sessions annually with the Company's Internal Auditor.
While the internal audit function is ultimately responsible to
the Committee and the Board of Directors, management is
responsible for internal controls security and its testing.
Review the internal audit function, the proposed audit plans
for the coming year, and the coordination of such plans with the
public auditors.
3
Request from the public auditor, a written statement
regarding any relationships and services that may affect the
public auditor's independence.
Monitor management plans and actions intended to correct
deficiencies identified in public audits, internal audits and
supervisory examinations.
Review legal and regulatory matters that may have a material
impact on the financial statements, related compliance policies,
and programs and reports received from regulators. The Committee
may retain independent outside counsel upon determination that
such action is necessary to properly discharge its
responsibilities.
COMMITTEE FUNCTIONS
Following each meeting, report on the proceedings of the
Committee to the full Board.
Reassess the adequacy of the Audit Committee's Charter at
least annually and recommend changes to the full Board.
Hold executive sessions as necessary.
2.1 The above responsibilities will be discharged through
discussions with management representatives and review of
management reports.
2.2 Where the word "approve" appears above to describe a
particular function of the Committee, final approval may come
from the board of directors in response to a committee
recommendation for approval.
3.0 ORGANIZATION
3.1 Members and Terms. The Committee shall consist of a
minimum of three outside Directors. All members are to be
financially literate and at least one member shall have
accounting or related financial, management experience. In
determining membership of the Committee, the Board will provide
for continuity of service.
3.2 Required Meetings. The Committee shall meet at least
two times a year and more frequently as circumstances require.