(As recommended by the Audit Committee, November 14, 2011) - uvm-2025

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An audit committee must be composed of a minimum of three members and every audit committee member must be a director of the issuer. Every audit committee must have a written charter that sets out its mandate and responsibilities.
The following requirements are considered in setting up Board Committees: an independent non-executive Director is required to be the Chairman of the Audit and the Remuneration Committees; the Nomination Committee should only consist of non-executive Directors, and the majority should be independent; the
Under NYSE and Nasdaq requirements, the audit committee should consist of three or more directors who are independent as determined by the board. All members must comply with the independence and financial literacy requirements of the SEC, NYSE, and Nasdaq.
At least 3 directors, including independent directors. Two-third of the members should be non-executive directors (not whole time or managing directors). The chairperson should be knowledgeable in finance and accounting. Members can include external professionals with finance, auditing or law expertise.
Audit committees are often considered the most important board committee, with the responsibility to mitigate the risk of corporate theft and financial statement fraud through oversight of internal controls and financial disclosures.
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