The Board of Directors (the “Board”) of Cohen & Company (the “Company”) has established an audit committee of certain independent directors (the “Committee”) and has adopted and approved this charter for the Committee. The Committee’s primary functions are:
Assist Board oversight of
Prepare report required by the Securities and Exchange Commission (the “SEC”) to be included in the Company’s annual proxy statement and any other Committee reports required by applicable securities laws or stock exchange listing requirements or rules; and
Provide an open avenue of communication among the Independent Auditor, the Internal Auditor, the Company’s management and the Board.
No director who serves on the audit committee of more than three other public companies may be a member of the committee, unless the Board determines such simultaneous service would not impair the ability of such director to serve effectively on the Committee, and discloses such determination in the Company’s annual proxy statement.
The Committee will have the authority to engage independent counsel, accounting and other advisors, as it determines necessary to carry out its duties. The Company will provide appropriate funding, as determined by the Committee, in its capacity as a committee of the Board, for payment of
The Committee may require any officer or employee of the Company or the Company’s outside counsel or Independent Auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
The Committee will from time to time adopt any policies or procedures it deems necessary to ensure that the accounting and reporting practices of the Company are of the highest quality.
The Committee’s functions are the sole responsibility of the Committee and may not be allocated to a different committee.
To fulfill its responsibilities, the Committee will:
Accounting and Reporting Process
RESOURCES AND AUTHORITY OF THE COMMITTEE
The Committee shall have the resources and authority appropriate to discharge its duties and responsibilities, including the authority to retain counsel and other experts or consultants at the expense of the Company without seeking approval of the Board. The Committee shall have the sole authority to select and retain a consultant or search firm, to terminate any consultant or search firm retained by it, and to approve the consultant or search firm’s fees and other retention terms. The Committee has the power in its discretion, to conduct any investigation it deems necessary or appropriate to enable it to carry out its duties.
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