eLEC COMMUNICATIONS CORP. AUDIT COMMITTEE CHARTER
PURPOSE
There shall be an Audit Committee (the "Committee") of the Board
of Directors (the "Board") of eLEC Communications Corp., a New York corporation
(the "Company"). The primary function of the Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities, primarily through: 1)
overseeing management's conduct of the Company's financial reporting process and
systems of internal accounting and financial controls; 2) monitoring the
independence and performance of the Company's outside auditors; and 3) providing
an avenue of communication among the outside auditors, management and the Board.
COMPOSITION AND MEETINGS
The Committee shall have at least three (3) members at all times,
each of whom must be independent of management and the Company; provided,
however, the Committee may include one non-independent director until such time
as three qualified independent directors serve as members of the Board of
Directors. Members of the Committee shall be considered independent if: 1) in
the sole discretion of the Board, it is determined that they have no
relationship that may interfere with the exercise of their independent judgment;
and 2) they meet the NASDAQ rules regarding independence of audit committee
members. Members of the Committee shall be appointed by the Board and shall
serve until the earlier to occur of the date on which he or she shall: 1) be
replaced by the Board; 2) resign from the Committee; or 3) resign from the
Board. All members of the Committee shall have a basic understanding of finance
and accounting and be able to read and understand fundamental financial
statements or be able to do so within a reasonable period of time after
appointment to the Committee, and at least one member of the Committee shall
have accounting or related financial management expertise.
The Committee shall meet as frequently as circumstances dictate,
but no less than four times annually. The Board shall name a chairperson of the
Committee, who shall prepare and/or approve an agenda in advance of each
meeting. A majority of the members of the Committee shall constitute a quorum.
RESPONSIBILITIES AND DUTIES
The Committee's principal responsibility is one of oversight. The
Company's management is responsible for preparing the Company's financial
statements and the outside auditors are responsible for auditing and/or
reviewing those financial statements. In carrying out these oversight
responsibilities, the Committee is not providing any expert or special assurance
as to the Company's financial statements or any professional certification as to
the outside auditors' work. The Committee's specific responsibilities are as
follows:
GENERAL
1. The Committee shall have the power to conduct or authorize
investigations into any matters within the Committee's scope of
responsibilities. The Committee shall be empowered to retain independent
counsel, accountants, or others to assist it in the conduct of any
investigation. The Committee shall have unrestricted access to members of
management and all information relevant to its responsibilities.
2. The Committee shall meet at least four (4) times per year, or
more frequently as circumstances may require.
3. The Committee shall report through its chairperson to the
Board following the meetings of the Committee.
4. The Committee shall review this charter and the powers and
responsibilities of the Committee at least annually and report and make
recommendations to the Board with respect to these powers and responsibilities.
5. The Committee shall maintain minutes or other records of
meetings and activities of the Committee.
6. The Committee shall prepare annual Committee reports for
inclusion in the proxy statements for the Company's annual meetings, as required
by rules promulgated by the Securities and Exchange Commission (the "SEC").
7. The Committee shall, in addition to the performance of the
duties described herein, undertake such additional duties as may from time to
time be delegated to it by the Board.
INTERNAL CONTROLS AND RISK ASSESSMENT
1. The Committee shall consider and review with management and
the outside auditors the effectiveness of or weaknesses in the Company's
internal controls, including computerized information system controls and
security, the overall control environment and accounting and financial controls.
2. The Committee shall obtain from the outside auditors their
recommendations regarding internal controls and other matters relating to the
accounting procedures and the books and records of the Company and its
subsidiaries and reviewing the correction of controls deemed to be deficient.
OUTSIDE AUDITOR
1. The outside auditors are ultimately accountable to the Board
and the Committee, as the representatives of the stockholders. The Board and the
Committee shall have the ultimate authority and responsibility to select,
evaluate and, where appropriate, replace the outside auditor (or to nominate the
outside auditor to be proposed for shareholder approval in any proxy statement).
In this regard, the Committee shall recommend to the Board the outside auditor
to be nominated.
2. The Committee shall confer with the outside auditors
concerning the scope of their examinations of the books and records of the
Company and its subsidiaries; review and approve the Company's annual audit
plans; direct the special attention of the outside auditors to specific matters
or areas deemed by the Committee or the outside auditors to be of special
significance; and authorize the outside auditors to perform such supplemental
reviews or audits as the Committee may deem desirable.
3. The Committee shall receive from the outside auditor on a
periodic basis a formal written statement delineating all relationships between
the outside auditor and the Company, consistent with applicable standards. The
statement shall include a description of all services provided by the auditor
and the related fees. The Committee shall review costs of all audit and other
services performed by the outside auditors.
4. The Committee shall take, or recommend that the Board take,
appropriate action to monitor the independent status of the outside auditors.
FINANCIAL REPORTING
1. The Committee shall review and discuss with the outside
auditors and management the Company's audited annual financial statements that
are to be included in the Company's Annual Report on Form 10-K and the outside
auditors' opinion with respect to such financial statements, including reviewing
the nature and extent of any significant changes in accounting principles or the
application thereof; and determine whether to recommend to the Board that the
financial statements be included in the Company's Form 10-K for filing with the
SEC.
2. The Committee shall review and discuss with the outside
auditors and management, and require the outside auditors to review, the
Company's interim financial statements to be included in the Company's Quarterly
Reports on Form 10-Q prior to the filing thereof with the SEC.
3. The Committee shall review the existence of significant
estimates and judgements underlying the financial statements, including the
rationale behind those estimates as well as the details on material accruals and
reserves and the Company's accounting principles.
4. The Committee shall review and consider other matters in
relation to the financial affairs of the Company and its accounts, and in
relation to the internal and external audit of the Company as the Committee may,
in its discretion, determine to be advisable.
COMPLIANCE WITH LAWS, REGULATIONS AND POLICIES
1. The Committee shall review with management actions taken to
ensure compliance with any code or standards of conduct for the Company which
may be established by the Board.
2. The Committee shall review with the Company's counsel and
others any legal, tax or regulatory matters that may have a material impact on
the Company's operations and the financial statements, related Company
compliance programs and policies, and programs and reports received from
regulators, and shall monitor the results of the Company's compliance efforts.
3. The Committee shall periodically review the rules promulgated
by the SEC and NASDAQ relating to the qualifications, activities,
responsibilities and duties of audit committees and shall take, or recommend
that the Board take, appropriate action to comply with such rules.
