Exhibit 99.1
FLEXIBLE SOLUTIONS INTERNATIONAL, INC.
Charter of Audit Committee of the Board of Directors
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Audit committee purpose
The Audit committee is appointed by the Board of Directors to assist the board
in fulfilling its oversight responsibilities. The Audit committee primary duties
and responsibilities are to:
Monitor the integrity of the Company `s financial reporting process and systems
of internal controls regarding finance, accounting and legal compliance.
Monitor the independence and performance of the Company `s independent auditors
and any internal auditing department.
Report to the Board of Directors, as appropriate.
Review areas of potential significant financial risk to the company.
The Audit committee has the authority to conduct any investigation appropriate
to fulfilling its responsibilities and it has access to the independent auditors
as well as anyone in the organization. The audit committee has the ability to
retain at the company's expense, special legal, accounting, or other consultants
or experts it deems necessary in the performance of its duties.
Audit Committee Composition and Meeting
Audit committee members shall meet the requirements of the American stock
exchange .The Audit committee shall be comprised of two directors as determined
by the board one of whom shall be an independent non-executive director free
from any relationship that would interfere with the exercise of his or her
independent judgment. All members of the committee shall have a basic
understanding of finance and accounting and be able to read and understand
fundamental financial statements, and at least one member of the committee shall
have accounting or related financial management expertise.
Audit committee members shall be appointed by the Board. If an audit committee
chair is not designated or present the members of the committee may designate a
chair by majority vote of the committee membership.
The committee shall meet at least three times annually or more frequently as
circumstances dictate. The audit committee chair shall prepare and/or approve an
agenda in advance of each meeting. The committee should meet privately in
executive session at least annually with management the independent auditors and
as a committee to discuss any matters that the committee or each of these groups
believe should be discussed. In addition, the committee, or at least its chair,
should communicate with management and the independent auditors quarterly to
review the company's financial statement and significant findings based upon the
auditor's limited review procedures.
Audit Committee Responsibilities and Duties
Review Procedure
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1. Review and reassess the adequacy of this charter at least annually.
Submit the charter to the board of directors for approval and have the
document published at least every three years in accordance with SEC
regulations.
2. Review the company's annual audited financial statements prior to
filing or distribution. Review should include discussion with
management and independent auditors of significant issues regarding
accounting principles, practices and judgments.
3. In consultation with the management and the independent auditors,
Consider the integrity of the Company's financial reporting processes
And controls. Discuss significant financial risk exposure and the steps
Management has taken to monitor control, and report such exposures.
Review significant findings prepared by the independent auditors
together with management's responses.
4. Review with financial management and the independent auditors the
Company' s quarterly financial results prior to the release of earnings
and/or the company's quarterly financial statements prior to filing or
distribution .Discuss any significant changes to the Company's
accounting principles and any items required to be communicated by the
independent auditors in accordance with SAS 61.
The Chair of the Committee may represent the entire audit committee for
purposes of this review.
Independent Auditors
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5. The independent auditors are ultimately accountable to the audit
Committee and the Board of Directors .The Audit committee shall review
The independence and performance of the auditors and annually Recommend
to the board of directors the appointment of the Independent auditors
or approve any discharge of auditors When circumstances warrant.
6. Approve the fees and other significant compensation to be paid to the
independent auditors.
7. On an annual basis the committee should review and discuss with the
independent auditors, all significant relationships they have with the
company that could impair the auditor's independence.
8. Review the independent auditors audit plan, discuss scope, staffing,
locations, reliance upon management, and internal audit and general
audit approach.
9. Prior to releasing the year-end earnings, discuss the result of the
audit with the independent auditors. Discuss certain matters required
to be communicated to audit committee in accordance with AICPA SAS 61.
10. Consider the independent auditors' judgment about the quality and
appropriateness of the company's accounting principles as applied in .
it's financial reporting.
Other Audit Committee Responsibilities
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11. Annually prepare a report to shareholders required by the Securities
Exchange Commission. The report should be included in the
Company's annual proxy statement.
12. Perform any other activities consistent with this charter, the
Company's by-laws and governing law, as the committee or the Board
deems necessary or appropriate.
13. Maintain minutes of meeting and periodically report to the Board of
Directors on significant results of the foregoing activities.
14. Periodically perform self-assessment of audit committee performance.
15. Review CFO and controller succession planning within the Company.