The Audit Committee has responsibility for recommending the appointment of our independent accountants, supervising our finance function (which includes, among other matters, our investment activities), reviewing our internal accounting control policies and procedures, and providing the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters which require the attention of the Board. The Audit Committee acts under this charter.
The Audit Committee shall endeavor to ensure that the Company’s controls are designed to prevent and/or detect violations of law, regulations, Company policy, or the Code of Conduct by Company employees, officers, directors, or other agents of the Company.
The Audit Committee shall review any matters brought to its attention pertaining to the adherence of management to the standards of business conduct as required by the policies of the Company, unless such review is delegated to another committee of the Board.
The Audit Committee members shall consist of at least three members who shall meet all applicable independence requirements, and at least one of whom shall qualify as a “financial expert” under the Sarbanes-Oxley Act of 2002.
The Audit Committee shall meet at least six times annually, including at least two times in sessions at which management directors are not present.
The Audit Committee shall endeavor to monitor Northwest’s disclosure controls that are designed to ensure that the Company discloses the information required to be disclosed in the Company’s quarterly reports on SEC Form 10-Q and its annual reports on SEC Form 10-K.
The Audit Committee shall review drafts of the Company’s periodic public reports and shall endeavor to ensure that its quarterly reports on SEC Form 10-Q and its annual reports on SEC Form 10-K conform in all material respects with United States Generally Accepted Accounting Principles (“GAAP”). In the event that such review reveals a false statement or omission of material fact in a periodic public report, the Audit Committee will report the deficiency to the Board.
While the Audit Committee has the functions set forth in this Charter it is not the duty of the Committee to plan or conduct audits. The responsibility to plan and conduct audits is that of the Independent Auditors. While the Company’s management is principally responsible for the Company’s accounting policies and the preparation of the financial statements, the Audit Committee is responsible for overseeing and, with the assistance of the Company’s Independent Auditors, endeavoring to ensure that the Company’s financial statements disclosed on SEC Form 10-Q and its annual reports on SEC Form 10-K are prepared in material conformance with GAAP. The Audit Committee is required to review, together with the Company’s Independent Auditors, any material or unusual accounting issues that require the exercise of a high degree of judgment regarding the appropriate treatment under GAAP. The Independent Auditors are responsible for auditing and attesting to the Company’s financial statements and understanding the Company’s system of internal control over financial reporting sufficient to plan and to determine the nature, timing and extent of audit procedures to be performed.
The Chairman of the Audit Committee shall meet, in person or telephonically, with a representative of the Company’s Independent Auditor at least twice annually.
The Audit Committee shall report to the Board whenever it identifies any material risks relating to Northwest’s financial reporting or compliance with applicable laws or regulations, including by making recommendations regarding proposals for mitigating these risks, and identifying considerations relating to Northwest’s public disclosures of these risks.
The Audit Committee shall have the authority to initiate any investigations it deems appropriate into Northwest’s business, including, but not limited to, actions by Company officers, and any such investigation shall be funded at the expense of the Company.
The Audit Committee shall have the authority to retain separate and independent advisors or counsel to aid in fulfilling its responsibilities, which shall be funded at the expense of the Company.
All Company employees shall be required to cooperate with Audit Committee inquiries and investigations. Any failure to cooperate shall be grounds for discipline by the Board, up to and potentially including termination, in the sole discretion of the Board. This applies to all Company employees, including, but not limited to, the CEO and CFO.
The Audit Committee shall provide the Board with information and materials as it may deem necessary to make the Board aware of significant financial matters which require the attention of the Board.
If Northwest fails to comply with the foregoing independence or financial expert requirements due to one or more vacancies of the Board or if one or more directors cease to be independent due to other circumstances, then within 45 days thereafter, Northwest shall begin efforts to fill such vacancy. If Northwest has not filled such vacancy within 180 days of beginning such efforts, then Northwest will either file a current report on SEC Form 8-K disclosing that it continues to seek a new director or retain an external independent financial expert to advise the Board or the Audit Committee until the vacancy is filled.
The Compensation Committee is responsible for determining the overall compensation levels of our executive officers and administering our equity compensation plans. The Board has adopted a written charter for the Compensation Committee. The Compensation Committee does not delegate its authority pursuant to its written charter. The Board has determined that all of the members are “independent” under the current listing standards of NASDAQ.
The Nominations Committee is responsible for assisting the Board of Directors in, among other things, effecting Board organization, membership and function, including: identifying qualified Board nominees; and effecting the organization, membership and function of Board committees, including composition and recommendation of qualified candidates. The Nominations Committee shall identify and evaluate the qualifications of all candidates for nomination for election as directors. Potential nominees are identified by the Board of Directors based on the criteria, skills and qualifications that have been recognized by the Nominations Committee. While our nomination policy does not prescribe specific diversity standards, the Nominations Committee and its independent members seek to identify nominees that have a variety of perspectives, professional experience, education, difference in viewpoints and skills, and personal qualities that will result in a well-rounded Board of Directors.
The Board of Directors has determined that all of the members are “independent” under the current listing standards of NASDAQ. The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Nominations Committee.
The Conflicts committee is comprised of the independent directors of the Board. The main duties of the committee is to review and approve potential related-party transactions for potential conflicts of interests or other improprieties as well as evaluate reasonableness of new transactions, prior to being presented for the full Board’s review and approval. Under SEC rules, related-party transactions are those transactions to which the Company is or may be a party, where the amount involved exceeds the lesser of $120,000 or one percent of the average of the Company’s total assets at year-end for the last two completed fiscal years, and in which any of our directors or executive officers or any other related person had or will have a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment or board membership. Any transactions that the Company enters into with officers, directors, or 5% stockholders are to be on market-based terms, and are approved by a majority of our independent and disinterested directors, those of who serve on the Conflicts Committee