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EXHIBIT 99.1
HARBOR ACQUISITION CORPORATION
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
The board of directors (the "Board") of Harbor Acquisition Corporation (the
"Company") hereby establishes the Audit Committee of the Board with the
following purpose, authority, powers, duties and responsibilities.
PURPOSE
The purpose of the Audit Committee is to represent and assist the board of
directors (the "Board") of the Company in its general oversight of the Company's
accounting and financial reporting processes, audits of the financial
statements, and internal control and audit functions. Management is responsible
for (1) the preparation, presentation and integrity of the company's financial
statements; (2) accounting and financial reporting principles; and (3) the
company's internal controls and procedures designed to promote compliance with
accounting standards and applicable laws and regulations. The Company's
independent auditing firm is responsible for performing an independent audit of
the consolidated financial statements in accordance with generally accepted
auditing standards in the United States ("GAAP").
The Audit Committee members are not professional accountants or auditors
and their functions are not intended to duplicate or to certify the activities
of management and the independent auditor, nor can the Audit Committee certify
that the independent auditor is "independent" under applicable rules. The Audit
Committee serves a board level oversight role where it oversees the relationship
with the independent auditor, as set forth in this charter, receives information
and provides advice, counsel and general direction, as it deems appropriate, to
management and the auditors, taking into account the information it receives,
discussions with the auditor, and the experience of the Committee's members in
business, financial and accounting matters.
MEMBERSHIP AND STRUCTURE
The Audit Committee is comprised of at least three directors determined by
the Board to meet the director and audit committee member independence
requirements and financial literacy requirements of the American Stock Exchange,
Inc. ("Amex"). At least one member of the Audit Committee must be financially
sophisticated, as determined by the Board, and no Audit Committee member may
have participated in the preparation of the financial statements of the company
or any of the company's current subsidiaries at any time during the past three
years, each as required by Amex listing standards. Appointment to the Audit
Committee and the designation of any Audit Committee members as "audit committee
financial experts" shall be made on an annual basis by the full Board.
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Meetings of the Audit Committee shall be held at such times and places as
the Audit Committee shall determine, including by written consent. When
necessary, the Audit Committee shall meet in executive session outside of the
presence of any senior officer of the company. The Chair of the Audit Committee
shall report on activities of the Audit Committee to the full Board. In
fulfilling its responsibilities the Audit Committee shall have authority to
delegate its authority to subcommittees, in each case to the extent permitted by
applicable law.
RESPONSIBILITIES
The Audit Committee:
- is directly responsible for the appointment, replacement,
compensation, and oversight of the work of the independent auditor.
The independent auditor shall report directly to the Audit Committee.
- obtains and reviews annually a report by the independent auditor
describing the firm's internal quality-control procedures, any
material issues raised by the most recent internal quality-control
review or by any inquiry or investigation by governmental or
professional authorities, and any steps taken to deal with any such
issues.
- reviews and discusses with the independent auditor the written
statement from the independent auditor concerning any relationship
between the auditor and the company or any other relationships that
may adversely affect the independence of the auditor, and, based on
such review, assesses the independence of the auditor.
- establishes policies and procedures for the review and pre-approval by
the Audit Committee of all auditing services and permissible non-audit
services (including the fees and terms thereof) to be performed by the
independent auditor.
- reviews and discusses with the independent auditor: (a) its audit
plans, and audit procedures, including the scope, fees and timing of
the audit; (b) the results of the annual audit examination and
accompanying management letters; and (c) the results of the
independent auditor's procedures with respect to interim periods.
- reviews and discusses reports from the independent auditors on (a) all
critical accounting policies and practices used by the company, (b)
alternative accounting treatments within GAAP related to material
items that have been discussed with management, including the
ramifications of the use of the alternative treatments and the
treatment preferred by the independent auditor, and (c) other material
written communications between the independent auditor and management.
- reviews and discusses with the independent auditor the independent
auditor's judgments as to the quality, not just the acceptability, of
the company's accounting principles and such further matters as the
independent auditors present the Committee under generally accepted
auditing standards.
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- discusses with the Company's officers and the independent auditor
quarterly earnings press releases, including the interim financial
information and other disclosures included therein, reviews the
year-end audited financial statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" and, if
deemed appropriate, recommends to the Board of Directors that the
audited financial statements be included in the Company's Annual
Report on Form 10-K for the year.
- reviews and discusses with the Company's officers and the independent
auditor various topics and events that may have significant financial
impact on the company or that are the subject of discussions between
the Company's officers and the independent auditors.
- reviews and discusses with the Company's officers the Company's major
financial risk exposures and the steps the Company's officers have
taken to monitor and control such exposures.
- reviews and approves related-party transactions.
- reviews and discusses with the independent auditor, and the Company's
officers: (a) the adequacy and effectiveness of the company's internal
controls (including any significant deficiencies and significant
changes in internal controls reported to the Committee by the
independent auditor or management; (b) the company's internal audit
procedures; and (c) the adequacy and effectiveness of the company's
disclosures controls and procedures, and management reports thereon.
- reviews annually with the Company's officers the scope of the internal
audit program, and reviews annually the performance of both the
internal audit group and the independent auditor in executing their
plans and meeting their objectives.
- reviews the use of auditors other than the independent auditor.
- reviews matters related to the corporate compliance activities of the
Company.
- establishes procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.
- establishes policies for the hiring of employees and former employees
of the independent auditor.
- publishes the report of the Audit Committee required by the rules of
the United States Securities and Exchange Commission to be included in
the Company's annual proxy statement.
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- when appropriate, designates one or more of its members to perform
certain of its duties on its behalf, subject to such reporting to or
ratification by the Audit Committee as the Audit Committee shall
direct.
ADVISERS
The Audit Committee shall have the authority to engage independent legal,
accounting and other advisers, as it determines necessary to carry out its
duties. The Audit Committee shall have sole authority to approve related fees
and retention terms.
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