Exhibit 10.1
CCA Industries, Inc. Audit Committee Charter
Status
The Audit Committee is a committee of the Board of Directors.
Membership
The Audit Committee shall consist of three or more directors, all of whom, in
the judgment of the Board of Directors, shall be independent in accordance
with the American Stock Exchange listing standards. Each member shall, in the
judgment of the Board of Directors, have the ability to read and understand
the Company's basic financial statements or shall, at the time of appointment,
undertake training for that purpose. At least one member of the Audit
Committee shall, in the judgment of the Board of Directors, be an audit
committee financial expert in accordance with the rules and regulations of the
Securities and Exchange Commission and at least one member (who may also serve
as the audit committee financial expert) shall, in the judgment of the Board
of Directors, have accounting or related financial management expertise in
accordance with the American Stock Exchange listing standards.
Purpose
The Audit Committee shall represent and assist the Board of Directors with the
oversight of (a) the integrity of the Company's financial statements and
internal controls, (b) the Company's compliance with legal and regulatory
requirements, (c) the independent auditor's qualifications and independence
and (d) the performance of the Company's independent auditor. Except, as
otherwise required by applicable laws, regulations or listing standards, all
major decisions are considered by the Board of Directors as a whole.
Responsibilities
1. Select and retain (subject to approval by the Company's stockholders),
and terminate when appropriate, the independent auditor, set the independent
auditor's compensation, and pre-approve all audit services to be provided by
the independent auditor.
2. Pre-approve all permitted non-audit services to be performed by the
independent auditor and establish policies and procedures for the engagement
of the independent auditor to provide permitted not-audit services.
3. Receive and review: (a) a report by the independent auditor describing
the independent auditor's internal quality-control procedures and any material
issues raised by the most recent internal quality-control review or peer
review of the independent auditing firm, or by any inquiry or investigation by
governmental or professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the firm, and any
steps taken to deal with any such issues; and (b) other required reports from
the independent auditor.
4. At least annually, consider the independence of the independent auditor,
including whether the provision by the independent auditor of permitted
non-audit services is compatible with independence, and obtain and review a
report from the independent auditor describing all relationships between the
auditor and the Company.
5. Review the independent auditor: (a) the scope and results of the audit;
(b) any problems or difficulties that the auditor encountered in the course of
the auditor work, and management's response; and (c) any questions, comments
or suggestion the auditor may have relating to the internal controls, and
accounting practices and procedures of the Company or its subsidiaries.
6. Review with the independent auditor and management: (a) the adequacy and
effectiveness of the systems of internal controls (including any significant
deficiencies and significant changes in internal controls reported to the
Audit Committee by the independent auditor or management), accounting
practices, and disclosure controls and procedures (and management's reports
thereon), of the Company and its subsidiaries; and (b) current accounting
trends and developments, and take such action with respect to thereto as may
be deemed appropriate.
7. Review with management and the independent auditor the annual and
quarterly financial statements of the Company, including: (a) the Company's
disclosures under the "Management's Discussion and Analysis of the Financial
Condition and Results of Operations," (b) any material changes in accounting
principles or practices used in preparing the financial statements prior to
the filing of a report on Form 10-K or 10-Q with the Securities and Exchange
Commission; and (c) the terms required by the Statement of Auditing Standards
61 as in effect at that time in the case of the annual statements, and
Statement of Auditing Standards 71 as in effect in the case of the quarterly
statements.
8. Recommend to the Board of Directors, based on the review described in
paragraphs 4 and 7 above, whether the financial statements should be included
in the annual report on Form 10-K.
9. Review earnings press releases, as well as Company policies with respect
to earnings press releases, financial information and earnings guidance
provided to analysts and rating agencies.
10. Discuss Company policies with respect to risk assessment and risk
management, and review contingent liabilities and risks that may be material
to the Company and major legislative and regulatory developments which could
materially impact the Company's contingent liabilities and risks.
11. Review: (a) the status of compliance with laws, regulations, and internal
procedures, and (b) the scope and status of systems designed to promote
Company compliance with laws, regulations and internal procedures, through
receiving reports from management, legal counsel and third parties as
determined by the Audit Committee.
12. Establish procedures for the confidential and anonymous receipt, retention
and treatment of complaints regarding the Company's accounting, internal
controls and auditing matters.
13. Establish policies for the hiring of employees and former employees of the
independent auditor.
14. Obtain the advice and assistance, as appropriate, of independent counsel
and other advisors as necessary to fulfill the responsibilities of the Audit
Committee.
15. Conduct an annual performance evaluation of the Audit Committee and
annually evaluate the adequacy of its charter.
Meetings
The Audit Committee shall meet as such other times as it deems necessary to
fulfill its responsibilities. The Audit Committee shall periodically meet
separately, in executive session, with management and the independent auditor.
The Audit Committee shall report regularly to the Board of Directors with
respect to its activities and make recommendations to the Board of Directors
as appropriate.