There shall be an Audit Committee (“Committee”) of the Board of Directors of Monarch Casino & Resort, Inc., a Nevada corporation (the “Company”) which is designated by and reports to the Board of Directors (the “Board”.) The Committee shall have responsibility to oversee the Company's management, internal audit and independent public accountants in regard to corporate accounting, financial reporting and system of internal control established by management. The Committee has the authority to conduct any investigations it deems appropriate, with full access to all books and records, facilities, personnel and outside advisors of the Company.
The Committee shall consist of at least three Directors. Each Director appointed to the Committee shall:
At least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience or background which results in the director's financial sophistication. The Board will determine if any member of the Committee is a “financial expert” as defined by the Securities and Exchange Commission.
The Committee has the authority necessary to carry out the Responsibilities of the Committee as set forth herein and as required by law. The Committee has authority to engage independent counsel and/or other professional advisers as the Committee deems necessary for the competent performance of its responsibilities, and receive appropriate funding from the Company, as the Committee deems necessary, to carry out the responsibilities of the Committee.
The Committee recognizes that the preparation of the Company's financial statements and other financial information is the responsibility of the Company's management and that the auditing, or conducting of limited reviews, of those financial statements and other financial information is the responsibility of the Company's independent public accountants. The Committee's responsibility is to oversee the financial reporting process.
The Company's management, and its independent public accountants, in the exercise of their responsibilities, acquire greater knowledge and more detailed information about the Company and its financial affairs than the members of the Committee. Consequently, the Committee is not responsible for providing any expert or other special assurance as to the Company's financial statements and other financial information or any professional certification as to the outside auditors' work, including, without limitation, their reports on and limited reviews of, the Company's financial statements and other financial information.
The Committee is responsible for the appointment, compensation, retention and oversight of the work performed by any registered public accounting firm engaged to prepare or issue an audit report or to perform other audit, review or attest services for the Company. The independent public accountants shall report directly to the Committee. The Committee shall have a clear understanding with the independent public accountants that the firm ultimately is accountable to the Committee, as the stockholders' representative.
In carrying out its responsibilities, the Committee shall:
Related Party Transactions
The Committee shall review and approve all related party transactions (those transactions required to be disclosed pursuant to Item 404 of Regulation S-K) before the Company enters into such transaction.
Complaints Regarding Accounting and Internal Controls
Administer and carry out all duties assigned to the Committee as set forth in the Policy for Resolution of Complaints Concerning Accounting Internal Auditing Controls and/or Auditing Matters (“Attachment 1”) which is incorporated into this Audit Committee Charter by reference.
Firm and Partner Rotation
The Committee shall consider, at least annually, whether the Company should have a policy requiring a regular rotation of the independent public accountants and report its findings to the Board. The Committee shall also establish a policy regarding the rotation of the lead partner and concurring and reviewing partners in accordance with applicable SEC regulations. Further, the Committee may establish a policy regarding the rotation of the partners of the independent public accountants who are responsible for each of the Company’s major business units.
TO AUDIT COMMITTEE CHARTER
POLICY FOR RESOLUTION OF COMPLAINTS CONCERNING ACCOUNTING,
INTERNAL AUDITING CONTROLS AND/OR AUDITING MATTERS
It is the Policy of Monarch Casino & Resorts Inc. (“MCRI” or “Company”) that all complaints concerning accounting, internal auditing controls and/or auditing matters related to MCRI and/or its subsidiary companies be promptly investigated under the direction of the Company’s Audit Committee of the Board of Directors (“Audit Committee”). The Audit Committee is responsible for the administration of procedures for the receipt, retention and treatment of such complaints. As part of these responsibilities, the Audit Committee shall designate and enforce procedures which accommodate submission of such complaints to the Chairman of the Audit Committee.
Additionally, the Audit Committee shall designate and enforce procedures which accommodate submission of anonymous complaints concerning accounting, internal auditing controls and/or auditing matters related to MCRI and/or its subsidiary companies by employees of MCRI and its subsidiaries. Any employee of MCRI or its subsidiaries who, in good faith, reports a complaint concerning accounting, internal auditing controls and/or auditing matters related to MCRI and/or its subsidiary companies will not be subjected to retaliation, discharge or any adverse employment consequence as a result of making such a complaint.
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