8-K/A 1 fhaul8-kmergersigned.htm SIGNED AGREEMENT (FHAL/CVSU/CSHD merger 8-K)
Posted by: thehavenots In reply to: bluediamonds who wrote msg# 48126 Date:8/19/2006 12:12:35 PM Post #of 48131
CONVERSION SOLUTIONS, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
Audit and Non-Audit Services and Pre-Approval Policy
Statement of Principles
Under the Sarbanes-Oxley Act of 2002 (the "Act") and the corporate governance provisions of the NASDAQ Listings Requirements, the Audit Committee of the Board of Directors (the "Committee") is responsible for the appointment, compensation and oversight of the work of the independent auditor for cvsu. (The "Company"). As part of this responsibility, the Committee is required to pre-approve the audit and non-audit services performed by the independent auditor and to assure that the performance of non-audit related services by the independent auditor does not impair the auditor's independence from the Company.
To implement these provisions of the Act, and the related rules promulgated by the Securities and Exchange Commission (the "SEC"), the Committee has adopted this Audit and Non-Audit Services Pre-Approval Policy (the "Policy") to set forth the procedures and the conditions pursuant to which audit and non-audit services proposed to be performed by the independent auditor are pre-approved by the Committee or its designee.
Responsibility of Audit Committee; Delegation
The Committee, or, in the event it delegates its authority to one or more of its members as stated below, its designee, shall pre-approve the provision of all audit and non-audit services provided to the Company by any independent auditing firm engaged to perform the external audit of the Company's financial statements ("Pre-Approval"). The Committee may delegate its Pre-Approval authority to one or more of its members. Any such delegation shall be in writing and shall continue in effect until the earlier of: (1) termination of such delegation in writing by the Committee; (2) resignation or removal of the member from the Committee or the Board; or (3) expiration of the term of the delegated member if such member is not re-elected to the Board and appointed to the Committee. The member(s) to whom such authority is delegated shall report any Pre-Approval decisions made to the Committee at its next scheduled meeting.
Any Pre-Approval actions may be taken at any meeting of the Committee, by Unanimous Written Consent of the Committee, or by action in writing or verbally (if verbally, followed up in writing) if Pre-Approval is provided by the Committee's designee. The Committee does not delegate its responsibilities to pre-approve services performed by the independent auditor to management.
Pre-Approval; Generally
Prior to the beginning of each fiscal year, management will submit to the Committee a request for Pre-Approval of Audit Services, Audit-Related Services, Tax Services and/or All Other Services, as described below, anticipated to be incurred during such fiscal year. Such request will include as much specificity and detail as is reasonable to enable the Committee to satisfy its responsibilities, and include a copy of the engagement letter to be executed by the Committee to document the engagement of the independent auditor and a good faith estimate or range of the fees for such services.
During the course of a fiscal year, management shall submit to the Committee or its designee a request for Pre-Approval of any additional Audit Services, Audit-Related Services, Tax Services and All Other Services, not listed in the initial request for Pre-Approval described above, or for any material changes to the scope of any service for which Pre-Approval has been obtained. Such request will include as much specificity and detail as is reasonable to enable the Committee to satisfy its responsibilities. Such request must include a detailed description of the services to be rendered and a joint statement by both the independent auditor and the Chief Financial Officer or Director of Finance as to whether, in their view, the request or application is consistent with the SEC's rules on auditor independence. The Committee and its designee may consult with whomever it chooses in connection with its Pre-Approval determinations.
Audit Services
The Committee shall pre-approve the engagement of the independent auditor to perform the annual external audit of the Company's financial statements ("Audit Services"). Audit Services includes services identified in the request that only the independent auditor reasonably can provide for the fiscal year for which such Pre-Approval is sought, which services may include some or all of the specific services listed on Appendix A attached to this Policy. Any request for Pre-Approval of Audit Services will include a good faith estimate or range of the fees for the Audit Services requested.
Audit-Related Services
"Audit-Related Services" are defined as assurance and related services that are reasonably related to the performance of the audit or review of the Company's financial statements and that are traditionally performed by the independent auditor. The Audit Committee believes that the provision of Audit-Related Services does not impair the independence of the auditor and is consistent with the SEC's rules on auditor independence. Management shall request Pre-Approval for those Audit-Related Services it reasonably believes will be required for the fiscal year for which such Pre-Approval is sought. The type of Audit-Related Services for which Pre-Approval may be sought includes, but is not limited to, the specific services identified on Appendix B attached to this Policy. Any request for Pre-Approval of Audit-Related Services will include a good faith estimate or range of the fees for the Audit-Related Services requested.
Posted by: thehavenots In reply to: Hypersloth who wrote msg# 48129 Date:8/19/2006 12:13:49 PM Post #of 48133
Reporting Procedures for Auditing and Accounting, Internal Control Matters And Illegal or Unethical Behavior And No Retaliation Policy Background
The Company is committed to preparing and disclosing full and fair financial statements and to providing a workplace conducive to open discussion of its business practices. After the adoption of the Sarbanes-Oxley Act and the proposal of significant changes to the listing requirements of The NADSAQ National Market, the Company has determined to formalize these commitments in the form of this policy along with a Code of Business Conduct and Ethics that is applicable to all directors, officers and employees of the Company (the "Code"). The purpose of this policy is to establish procedures for (1) the receipt, retention and treatment of reports ("Reports") received by the Company regarding accounting, internal accounting controls or auditing matters in connection with the Company, and of reports of any violations or potential violations of the Code or any laws or regulations, including without limitation, material violations of an applicable United States federal or state securities law, a material breach of fiduciary duty arising under United States federal or state law, or a similar material violation of any United States federal or state law by the Company or by any officer, director, employee or agent of the Company, and (2) the confidential, anonymous submission by Company officers and employees of concerns regarding questionable accounting or auditing matters or behavior that is questionable under the Code or the law, in each case, in connection with the Company ("Submissions").
Moreover, the purpose of this policy is to make it clear that Company policy is to comply with all applicable laws that protect employees against unlawful discrimination or retaliation by their employer as a result of their submitting any Reports or Submissions pursuant to this policy or their lawfully reporting information regarding, or their participating in, investigations involving corporate fraud or other violations by the Company or its agents of federal or state law.
Scope of Matters Covered by this Policy
These procedures relate to employee complaints relating to any questionable accounting or auditing matters, including, without limitation, fraud or deliberate errors, misrepresentation or false statements, deficiencies or noncompliance with Company's internal controls, or irregularities in or deviation from full and fair financial reporting. These procedures also relate to employee Reports relating to any questionable ethical or illegal behavior, including any behavior that has violated or may violate any law or the Code.
Report Procedures
1. Officers and employees of the Company may make Reports and Submissions, on a Confidential or anonymous basis, to the General Counsel of the Company or directly to the Audit Committee or Nominating and Corporate Governance Committee of the Company.
• Communications to the General Counsel may be made via telephone, via email by interoffice mail, or by regular mail.
• Communications to the Audit Committee may be submitted to the Secretary of the corporation for distribution.
• Communications to the Nominating and Corporate Governance Committee may be submitted to the Secretary of the corporation for distribution.
2. The identity of the person filing any Report or Submission made by telephone or email will be kept confidential to the fullest extent possible depending on the method of reporting, consistent with the need to conduct an adequate investigation; however, there can be no guarantee of anonymity with telephone or e-mail communications. Any Report or Submission submitted by interoffice mail or regular mail may be submitted anonymously. The substance of any Report or Submission and the investigation and proceedings resulting there from shall be kept confidential, consistent with the need to conduct an adequate investigation and take appropriate corrective action.
3. Any Reports or Submissions should include specific information and facts so that a proper investigation can be made. This is particularly important if an anonymous Report or Submission is made as there will be no way to contact the author for additional information. Whenever possible, a Report or Submission should include the following: when and where the incident occurred; whether the issue or incident is ongoing; what the incident consisted of; who was/is involved in the incident (either by name, job title or both); and whether the issue or incident has been brought to the attention of anyone at the Company.
4. In the event that an officer, director or employee of the Company receives any Report or Submission, they shall forward such Report or Submission promptly to the General Counsel and may also copy the Chair of the Audit Committee and/or Nominating and Corporate Governance Committee. Any Report or Submission regarding accounting, internal accounting controls or auditing matters will be brought to the attention of the Chair of the Audit Committee and the treatment or response to such Report or Submission shall be handled or supervised by the Audit Committee, as appropriate.
5. The Chair of the Audit Committee and the Chair of the Nominating and Corporate Governance Committee shall report any Reports or Submissions that he/she receives to the other members of his/her Committee within a reasonable period of time, but in no event later than the next regularly scheduled meeting of the Committee and/or meeting of the Company's Board of Directors, whichever occurs first. The Chair shall also discuss such Reports and Submissions with the Company's independent auditors, General Counsel, outside Company counsel and/or independent counsel to the Committee, as appropriate. The person or persons directed by the Chair or the Committee to investigate a Report or Submission shall:
• evaluate the Report or Submission as to gravity and credibility;
• initiate an informal inquiry or a formal investigation with respect thereto;
• prepare a report of the results of such inquiry or investigation, including recommendations as to the disposition of such matter;
• make the results of such inquiry or investigation available to the Audit Committee or the Nominating and Corporate Governance Committee, as appropriate, for action (Including disciplinary action); and
• recommend changes to any Company policies or procedures necessary or desirable to prevent further similar violations or behaviors.
6. The evaluation process followed and/or actions taken by the Audit Committee or Nominating and Corporate Governance Committee and the Company in response to a Report or Submission shall be documented in the records of the Committee and provided to the General Counsel. The General Counsel shall retain copies or records of all Reports and Submissions and all related documentation for a period of not less than six years from the end of the fiscal year during which such Reports or Submissions were received, the first two years in an easily accessible place. In no event shall any such copies or records be destroyed without the prior approval of (i) the Chair of the Audit Committee and (ii) General Counsel, independent counsel to the Audit Committee and/or counsel to the Company, as appropriate, after considering the effect and applicability of the provisions of 18 U.S.C., Chapter 73, Sections 1512(c) and 1519, as enacted pursuant to the Sarbanes-Oxley Act of 2002.
No Retaliation/Discrimination
7. No employee shall be subject to disciplinary or retaliatory action by the Company or any of its employees or agents as a result of the employee's:
• disclosing information to a government or law enforcement agency, where the employee has reasonable cause to believe that the information discloses a violation or possible violation of federal or state law or regulation; or
• providing information, causing information to be provided, filing, causing to be filed, testifying, participating in a proceeding filed or about to be filed, or otherwise assisting in an investigation or proceeding regarding any conduct that the employee reasonably believes involves a violation of:
(i) a federal criminal law relating to securities fraud, mail fraud, bank fraud, or wire, radio or television fraud;
(ii) Any rule or regulation of the Securities and Exchange Commission; or
(iii) Any provision of federal law relating to fraud against shareholders, where, with respect to investigations, such information or assistance is provided to or the investigation is being conducted by a federal regulatory agency, a member of Congress, or a person at the Company with supervisory or similar authority over the employee; or
• filing of a Report or Submission covered by the Sarbanes-Oxley Act for violation of items 7 (i), (ii) and (iii) above, in accordance with these Procedures or pursuant to the Code.
8. Notwithstanding the foregoing, employees who file reports, Reports or Submissions or provide evidence which they know to be false or without reasonable belief in the truth and accuracy of such information will not be protected by the above policy statement and may be subject to disciplinary action. In addition, except to the extent required by law, the Company does not intend this Policy to protect employees who violate the confidentiality obligations with regard to the Company's proprietary and trade secret information. Employees considering providing information that may reveal Company proprietary or trade secret information are advised to consult with counsel.
9. If any employee believes he or she has been subjected to any action that violates this Policy, he or she may file a complaint with his or her supervisor or the General Counsel. If it is determined that an employee has experienced any improper employment action in violation of this Policy, such employee will be entitled to appropriate corrective action.
Miscellaneous
10. This policy will be distributed to all directors, officers and employees of the Company. Thereafter, this policy shall be made readily accessible to all directors, officers and employees of the Company. The Audit Committee and/or the Nominating and Corporate Governance Committee shall review the adequacy of this policy from time to time and shall consider and, to the extent deemed advisable or appropriate, recommend that the Board of Directors approve and adopt any amendment to this policy.
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