Modis Professional Services, Inc.
Audit Committee Charter
Organization
There shall be a committee of the board of directors to be known as the audit
committee, whose members are independent of management of the corporation and
are free of any relationship that, in the opinion of the board of directors,
would interfere with their exercise of independent judgment as a committee
member.
Independence
For purpose of serving on the audit committee, a member will not be considered
to be independent unless they have no relationship with the corporation that may
interfere with the exercise of their independence from management and the
corporation. Specifically, the member:
Shall not have been employed by the corporation or any of its
affiliates for the current year or any of the past three years;
Shall not have accepted any compensation from the corporation or any
of its affiliates other than compensation for board service or benefits
under a tax qualified plan (taking into account the materiality of the
relationship to the director such that it is judged that the relationship
does not interfere with the director's service of independent judgment);
Shall not be a member of the immediate family of an individual who is,
or has been in any of the past three years, employed by the corporation or
any of its affiliates as an executive officer;
Shall not have a direct business relationship with the Company (e.g.,
as a consultant) and shall not be a partner, a controlling shareholder or
executive officer of any organization that has a business relationship with
the Company unless the Company's board of directors determines that the
relationship does not interfere with the director's exercise of independent
judgment;
Shall not be employed as an executive officer of another company where
any of the corporation's executives served on the company's compensation
committee.
Qualifications and Composition
The composition and qualifications of the audit committee shall be as follows:
Number of members - The audit committee shall consist of at least
three members, all of whom qualified under the above independent rules.
Financial literacy - All audit committee members shall be financially
literate, as interpreted by the board.
Accounting or related financial management expertise - At least one
audit committee member shall have accounting or financial management
expertise, as interpreted by the board. For purposes of this committee, a
person shall be deemed as having the appropriate expertise based on a
professional certification in accounting, or other comparable experience or
background resulting in the individual's financial background resulting in
the individual's sophistication, including being or having been a chief
executive, chief financial, or other senior officer with financial
oversight responsibilities.
Statement of Policy
The audit committee shall provide assistance to the corporate directors in
fulfilling their responsibilities to the shareholders, potential shareholders,
and the investment community relating to corporate accounting, financial
reporting practices, and the quality and the integrity of the financial reports
of the corporation. In so doing, it is the responsibility of the audit committee
to maintain free and open means of communication between the directors, the
independent auditors, and the financial management of the corporation.
Responsibilities
In carrying out its responsibilities, the audit committee believes its policies
and procedures shall be a working document subject to annual review and
approval, in order to best react to changing conditions and to ensure to the
directors and shareholders that the accounting and reporting practices of the
corporation are in accordance with all applicable requirements and are of the
highest quality.
In carrying out these responsibilities, the audit committee will:
Recommend the selection of the independent auditor for
approval by the board of directors to audit the financial
statements of the corporation, and approve the discharge of the
independent auditor, where appropriate.
Communicate to the recommended independent auditor that they
are ultimately accountable to the audit committee and the board
of directors, as representative of the shareholders, and that the
board of directors has the ultimate authority and responsibility
to select, evaluate, and where appropriate, replace the
independent auditor.
Meet annually with the independent auditor and financial
management of the corporation to review the scope of the annual
audit for the current year and the audit procedures to be
utilized, and at the conclusion thereof, review such audit,
including any comments or recommendations of the independent
auditor.
Review with the independent auditor, the company's internal
auditor, as well as financial and accounting personnel, the
adequacy and effectiveness of the accounting and financial
controls of the corporation, and elicit any recommendations for
the improvements of such internal control procedures or
particular areas where new or more detailed controls or
procedures would be more desirable. Particular emphasis should be
given to the adequacy of such internal controls to expose any
payments, transactions, or procedures that be deemed illegal or
otherwise improper.
Obtain from the independent auditors on an annual basis a
formal written statement delineating all relationships between
the auditor and the company; and, engage in a dialogue with the
independent auditors with respect to any disclosed relationships
or services that may affect the objectivity and independent of
the auditor and/or make recommendations to the board of directors
take appropriate actions to ensure the independence of said
outside independent auditors.
Review the internal audit function of the corporation, the
proposed audit plan for the coming year, and the coordination of
such plans with the independent auditors.
Receive prior to each meeting, a summary of findings from
completed internal audits and a progress report on the proposed
internal audit plan for the year, with explanations of any
deviations from original plan.
Submit minutes of all meeting of the audit committee to, or
discuss the matters discussed at each committee meeting with, the
board of directors.
Investigate any matter brought to its attention within the
scope of its duties, with the power to retain outside counsel for
this purpose, if, in its judgment, that is appropriate.
Prepare a report for inclusion in the company's annual proxy
statement that the audit committee has adopted a formal written
charter and that the committee has satisfied its responsibilities
during the year in compliance with its charter.
Discuss with the independent auditor the auditor's judgment
about the quality, not just the acceptability of the company's
accounting principles used in its financial reporting. The
discussion should include such issues as the clarity of the
company's financial disclosures and the degree of aggressiveness
or conservatism of the company's accounting principles as well as
the underlying estimates and other significant decisions made by
management in preparing various financial disclosures which were
reviewed by the outside auditors.
Prepare a letter from the audit committee for inclusion in
the company's annual report to shareholders and the Form 10-K
disclosing whether or not, with respect to the prior fiscal year:
(i) Management has reviewed the audited financial statements with
the audit committee, including a discussion of the quality of the
accounting principles applied and significant judgments affecting
the company's financial statements; (ii) the independent auditors
have discussed the matters required by SAS-61 with the audit
committee including the outside auditor's judgment of the quality
of those principles as applied and judgments reference in (i)
above under the circumstances; (iii) the members of the audit
committee have discussed amongst themselves, without management
or the outside auditor present, the information disclosed to the
audit committee and described in (i) and (ii) above; and (iv) the
audit committee, in reliance on the review and discussions
conducted with management and the outside auditor pursuant to (i)
and (ii) above, believe that the company's financial statements
are fairly presented in conformity with generally accepted
accounting principles (GAAP) in all material respects.
Require the company's independent auditor conduct an interim
financial review in accordance with SAS-71 prior to the company's
filing of its Form 10-Q. And, that the outside auditor discuss
with the committee, or at least its chairman, and a
representative of financial management, the matters discussed in
AU Section 380, Communications with the Audit Committee, prior to
the filing of Form 10-Q, including significant adjustments,
management judgments and accounting estimates, significant new
accounting policies and/or disagreements with management.
Prepare an annual written statement to the NYSE confirming:
The board has reviewed and approved the qualifications
of the audit committee;
The board has performed a review and re-evaluation of
the audit committee charter and;
The board shall submit a copy of the charter in any
year it is amended, and, at a minimum, once every three
years.