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Exhibit 99 (a)
GLOBECOMM SYSTEMS INC. AUDIT COMMITTEE CHARTER (5-00)
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of Directors
in fulfilling its oversight responsibilities by reviewing: the financial reports
and other financial information provided by the Corporation to any governmental
body or the public; the Corporation's systems of internal controls; and the
Corporation's auditing, accounting and financial reporting processes generally.
The Audit Committee's primary duties and responsibilities are to:
(a) Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control
system;
(b) Review and appraise the audit efforts of the Corporation's independent
accountants; and
(c) Provide an open avenue of communication among the independent
accountants, financial and senior management, and the Board of
Directors.
The Audit Committee will primarily fulfill these responsibilities by carrying
out the activities enumerated in Section IV of this Charter.
II. COMPOSITION
The Audit Committee shall be comprised of three or more independent directors.
All members of the Committee shall have a working familiarity with basic finance
and accounting practices, and at least one member of the Committee shall have
accounting or related financial management expertise.
III. MEETINGS
The Committee shall meet on a regular basis and shall hold special meetings as
circumstances require. As part of its job to foster open communication, the
Committee should meet at least annually with management, and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately. In
addition, the Committee or at least its Chair should meet with the independent
accountants and management quarterly to review the Corporation's financials.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
>> Documents/Reports Review
(a) Review and update this Charter at least annually.
(b) Review the organization's annual financial statements and any
reports or other financial information submitted to any
governmental body, or the public, including any certification,
report, opinion, or review rendered by the independent accountants.
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(c) Review the regular internal reports to management and management's
response.
>> Independent Accountants
(d) Recommend to the Board of Directors the selection of the
independent accountants and approve the fees and other compensation
to be paid to the independent accountants. On an annual basis, the
Committee shall obtain a formal written statement from the
accountants delineating all relationships between the accountants
and the Corporation consistent with Independence Standards Board
Standard 1, and shall review and discuss with the accountants all
significant relationships the accountants have with the Corporation
to determine the accountants' independence.
(e) Review the performance of the independent accountants and approve
any proposed discharge of the independent accountants when
circumstances warrant.
(f) Periodically consult with the independent accountants out of the
presence of management about internal controls and the completeness
and accuracy of the organization's financial statements.
>> Financial Reporting Processes
(g) In consultation with the independent accountants, review the
integrity of the organization's financial reporting processes, both
internal and external.
(h) Consider the independent accountants' judgments about the quality
and appropriateness of the Corporation's accounting principles as
applied in its financial reporting.
(i) Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as
suggested by the independent accountants or management.
>> Process Improvement
(j) Establish regular and separate systems of reporting to the Audit
Committee by management, the independent accountants regarding any
significant judgments made in management's preparation of the
financial statements and the view of each as to appropriateness of
such judgments.
(k) Following completion of the annual audit, review separately with
management, and the independent accountants any significant
difficulties encountered during the course of the audit, including
any restrictions on the scope of work or access to required
information.
(l) Review any significant disagreement among management and the
independent accountants in connection with the preparation of the
financial statements.
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(m) Review with the independent accountants and management the extent
to which changes or improvements in financial or accounting
practices, as approved by the Audit Committee, have been
implemented. (This review should be conducted at an appropriate
time subsequent to implementation of changes or improvements, as
decided by the Committee.)
(n) Perform any other activities consistent with this Charter, the
Corporation's By-laws and governing law, as the Committee or the
Board deems necessary or appropriate.
