Audit com
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Orascom Construction Industries S.A.E.Audit Committee CharterPurposeThe primary purpose of the Audit Committee (the “Committee”) of the Boardof Directors (the “Board”) of Orascom Construction Industries S.A.E. (the“Company”) is (a) to assist the Board in its oversight of (i) the integrity of theCompany’s financial statements; (ii) the Company’s compliance with legal andregulatory requirements; (iii) the independent auditor’s qualifications andindependence, and (iv) the performance of the Company’s internal audit function andindependent auditors, and (b) to prepare and publish an annual Committee report andsuch other reports to the extent required under any applicable securities laws andstock exchange regulations.Committee ResponsibilitiesThe Committee’s job is one of oversight and the Committee recognizes that itis not the duty of the Committee to plan or conduct audits or to determine that theCompany’s financial statements and disclosures are complete and accurate and are inaccordance with generally accepted accounting procedures and applicable rules andregulations. These are the responsibilities of the Company’s management and theCompany’s independent auditors. The Company’s management is responsible forcompliance with laws and regulations and compliance with the Company’s policiesand procedures. Additionally, the Committee recognizes that financial management,including the internal audit staff, as well as the external auditors, have more time ...

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Orascom Construction Industries S.A.E.
Audit Committee Charter
Purpose
The primary purpose of the Audit Committee (the “Committee”) of the Board
of Directors (the “Board”) of Orascom Construction Industries S.A.E. (the
“Company”) is (a) to assist the Board in its oversight of (i) the integrity of the
Company’s financial statements; (ii) the Company’s compliance with legal and
regulatory requirements; (iii) the independent auditor’s qualifications and
independence, and (iv) the performance of the Company’s internal audit function and
independent auditors, and (b) to prepare and publish an annual Committee report and
such other reports to the extent required under any applicable securities laws and
stock exchange regulations.
Committee Responsibilities
The Committee’s job is one of oversight and the Committee recognizes that it
is not the duty of the Committee to plan or conduct audits or to determine that the
Company’s financial statements and disclosures are complete and accurate and are in
accordance with generally accepted accounting procedures and applicable rules and
regulations. These are the responsibilities of the Company’s management and the
Company’s independent auditors. The Company’s management is responsible for
compliance with laws and regulations and compliance with the Company’s policies
and procedures. Additionally, the Committee recognizes that financial management,
including the internal audit staff, as well as the external auditors, have more time,
knowledge and more detailed information on the Company than do Committee
members, consequently, in carrying out its oversight responsibilities, the
is not providing any expert or special assurance as to the Company’s financial
statements or any professional certification as to the external auditor’s work.
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set forth as a
guide with the understanding that the Company may diverge from this guide as
appropriate given the circumstances.
1. The Committee shall be directly responsible for recommending to
shareholders the appointment, compensation, and retention of the
registered public accounting firm engaged for the purpose of preparing or
issuing an audit report or performing other audit, review or attest services
for the Company and the oversight of their work including the resolution
of disagreements between management and the external auditor regarding
financial reporting. The registered public accounting firm engaged as the
Company’s external auditor shall report directly to the Committee.
2. The Committee shall pre-approve all services (including audit services,
audit-related services, tax services and other services) to be performed for
the Company by the independent external auditors. The Committee may
delegate pre-approval authority for such services to one or more members,whose decisions shall be presented to the full Committee at its scheduled
meetings.
3. The Committee shall establish procedures for the receipt, retention and
treatment of complaints received by the Company regarding accounting,
internal accounting controls or auditing matters, including procedures for
the confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.
4. The Committee shall have the authority to engage independent counsel
and other advisors, as it deems necessary to carry out its duties.
5. The Company shall provide for appropriate funding, as determined by the
Committee, for the payment of compensation to the registered public
accounting firm engaged for the purpose of preparing or issuing an audit
report or performing other audit, review or attest services for the
Company, compensation to any advisors employed by the Committee, and
ordinary administrative expenses of the Committee that are necessary or
appropriate in carrying out its duties.
6. At least annually, the Committee shall obtain and review a written report
from the independent auditor describing:
(a) the independent external auditor’s internal quality control procedures;
(b) any material issues raised by the most recent internal quality control
review, or peer review, of the independent external auditor, or by any
inquiry or investigation by governmental or professional authorities
within the preceding five years respecting one or more independent
audits conducted by the independent external auditor and any steps
taken to deal with any such issues; and
(c) all relationships between the independent external auditor and the
Company, in order to assess the auditor’s independence.
7. The Committee shall annually review and evaluate the external auditor’s
qualifications, performance and independence, including a review and
evaluation of the lead partner, taking into account the opinions of the
Company’s management and internal auditors, and present its conclusions
to the Board. The Committee shall assure the regular rotation of the lead
audit partner as required under applicable laws and shall consider the
regular rotation of the external audit firm itself in order to assure
continuing auditor independence.
8. The Committee shall discuss the Company’s annual audited financial
statements and quarterly financial statements with the Company’s
management and the independent external auditor, including the
Company’s disclosures under “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”.9. The Committee shall discuss the Company’s earnings press releases, as
well as financial information and earnings guidance provided to analysts
and rating agencies. These discussions may be done generally with regard
to the types of to be disclosed and need not occur in advance
of each release or provision of guidance.
10. The Committee shall discuss policies with respect to risk assessment and
risk management, including the Company’s major financial risk exposure
and the steps taken by the Company’s management to monitor and control
such exposure.
11. The Committee shall meet separately, periodically, with the Company’s
management, internal audit staff, and independent external auditors.
12. The Committee shall regularly review with the independent external
auditor any audit problems or difficulties, including any restrictions on the
scope of the auditors activities or on access to requested information and
any significant disagreements with management, and management’s
response to those problems or difficulties.
13. The Committee shall set clear hiring policies for employees or former
employees of the independent external auditor.
14. The Committee shall regularly report to the Board any issues that arise
with respect to the quality or integrity of the Company’s financial
statements, the Company’s compliance with legal or regulatory
requirements, the performance and independence of the Company’s
independent external auditor, or the performance of the internal audit
function.
15. The Committee shall review with management and the independent
external auditor the major issues regarding accounting principles and
financial statement presentations, including any significant changes in the
Company’s selection or application of accounting principles, and major
issues as to the adequacy of the Company’s internal controls and any
special audit step adopted in light of material control deficiencies.
16. The Committee shall review with management and the independent
external auditor setting forth significant financial reporting issues and
judgements made in connection with the preparation of the Company’s
financial statements, including analyses of the effects of alternative
generally accepted accounting principle methods on the financial
statements.
17. The Committee shall review with management and the independent
external auditor the effect of regulatory and accounting initiatives as well
as material off-balance sheet structures on the Company’s financial
statements.18. The Committee shall ensure that the Company maintains an internal audit
function to provide management and the Committee with ongoing
assessments of the Company’s risk management processes and system of
internal control. The Committee shall review and approve the
appointment and replacement of the senior internal auditing executive, the
annual internal audit plan, budget and staffing prepared by the senior
internal auditing executive, and the regular internal audit reports and any
other significant findings stemming from internal audit activities.
19. The Committee shall promptly report to the appropriate authorities any
matter that requires improvement, development or alteration in Company
policies, procedures or operations which has not been remedied or
addressed in a timely manner by the Board as required under any
applicable securities laws and stock exchange regulations.
20. The Committee shall prepare and publish an annual Committee report and
such other reports to the extent required under any applicable securities
laws and stock exchange regulations.
21. The Committee shall review and reassess the adequacy of this Charter
annually and recommend any proposed changes to the Board for approval.
Committee Structure and Operations
The Committee shall be comprised of not less than three members of the
Board. Members of the Committee shall be appointed by the Board upon the
recommendation of the Nominating and Corporate Governance Committee and may
be removed by the Board at its discretion. All members of the shall meet
the independence and financial experience requirements to the extent required under
any applicable securities laws and stock exchange regulations. The Board shall
determine annually whether each member of the Committee is independent in
accordance with the requirements described above. No member shall serve on an
audit committee of more that two other public companies. Notwithstanding the
foregoing membership requirements, no action of the Committee shall be invalid by
reason of any such requirement not being met at the time such action is taken.
One of the members shall serve as the Chairperson of the Committee. The
Chairperson of the Committee shall be designated by the Board or, if no such
designation is made, shall be selected by the affirmative vote of the majority of the
Committee. The Committee will meet at such times as shall be determined by its
Chairperson, or upon the request of any two of its members. The Committee shall
meet at least four (4) times a year. No one other than the Committee members shall
be entitled to be present at a meeting of the Committee, but others may attend at the
invitation of the Committee. The agenda of each meeting will be prepared by the
Chairperson of the Committee and whenever reasonably possible, circulated to each
member prior to the meeting date. The Chairperson will preside, when present, at all
meetings of the Committee. A majority of the members of the Committee will
constitute a quorum. Each member of the Committee will have one vote. A majority
of the members present at any meeting at which a quorum is present may act on
behalf of the Committee. The Committee will keep a record of its meetings andreport on them to the Board. The Committee may meet by telephone or video
conference and may take action by unanimous written consent.
In discharging its oversight role, the Committee is empowered to investigate
any matter brought to its attention with full access to all books, records, facilities and
personnel of the Company and the power to retain outside counsel, auditors or
consultants, or incur other expenses for this purpose, which expenses the Company
shall pay. The Committee may also meet with the Company’s investment bankers or
financial analysts who follow the Company. The Committee may require any officer
or employee of the Company or any of its subsidiaries, the Company’s outside legal
counsel, and the Company’s external auditors to meet with the Committee or any
member of the Committee.
The Committee will evaluate its performance annually and will report its
findings to the Board. Committee evaluation will include an assessment of the
performance and commitment of each member to the activities of the Committee.