The Audit Committee of the Board of Directors of Chase Corporation shall have a minimum of three members and be composed entirely of Directors who are independent of the management of Chase Corporation. They should be free of any relationship that in the opinion of the Board would interfere with their exercise of independent judgment as Committee members. All Committee members must be able to read and understand fundamental financial statements. At least one Committee member must have past or present employment experience in finance or accounting with professional certification or have background as chief executive or financial officer or other senior officer status with financial oversight responsibilities (qualified financial expert).
Statement of Policy
The Audit Committee shall assist the Board in fulfilling its responsibilities to the shareholders and investment community relating to the quality, completeness and objectivity of financial reporting, the effectiveness and efficiency of operations and internal controls, and compliance with applicable laws and regulations. The outside auditor is accountable to the Board of Directors and the Audit Committee. The Committee shall have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the outside auditor. The Committee shall meet as least four times per year and each time the Company proposes to issue a press release with its quarterly earnings information
The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts at the expense of the Company without prior consent of the Board.
In carrying out its responsibilities, the Audit Committee will:
Members of the Committee are barred from accepting any consulting, advisory or other compensatory fees from the company or any subsidiary thereof, other than in the member's capacity as a member of the board of directors and any board committee and that any member may not be an "affiliated person" of the issuer or any subsidiary apart from his or her capacity as a member of the board and any board committee.