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AUDIT COMMITTEE

Justin Turner

Chair: Justin Turner, MD FARS

Committee Charge

Purpose:

The audit committee shall assist the ARS Board of Directors in fulfilling its statutory and fiduciary responsibility to provide oversight of the company's financial accounting, reporting and controls. Its principle functions are to: monitor the periodic reviews of the accounting and financial reporting processes and systems of internal control, determine the need and oversee the hiring of independent external auditors, review and evaluate the independence and performance of such independent external auditors, and monitor the ARS’ compliance with legal and regulatory requirements.

Membership:

The membership of the Audit Committee shall follow the requirements of the ARS bylaws. Members of the committee shall remain independent of the American Rhinologic Society and not accept any consulting, advisory, or other compensatory fee or any employment from the American Rhinologic Society. Members can be appointed for successive terms. At least one member, preferably the Chair of the Committee, shall have accounting and/or financial expertise as defined by the Board or obtain appropriate training in these areas within a year of appointment. The Chair of the Audit Committee shall preside over Audit Committee meetings, and his/her designee shall serve in the Chair’s absence.

Duties and Responsibilities

  • Integrity of Financial Reporting: Review and approve the annual financial statements of the ARS and any audit reports produced evaluating such financial statements. Review annually with the Treasurer the quality of the ARS accounting principles and clarity and completeness of the financial statements. Review with the Treasurer and provide a report detailing financial, regulatory, and other compliance risks facing the ARS to be provided to the Board of Directors. Perform and determine the adequacy and completeness of any internal audits and decide on the need for an independent external audit. As a policy, the Audit Committee shall perform an independent external audit every 5 years, unless annual revenues exceed 1 million dollars, in which case the audit committee shall perform an independent external audit annually. Exceptions to this policy may be made by the Chair of the Audit Committee with approval from the Treasurer. Discuss with the treasurer, board of directors, and/or independent auditors any significant difficulties encountered during the course of an audit, any restrictions on the scope of work or access to required information, and any significant disagreements between management and any independent auditors in connection with preparing any financial statements. Review and determine the accuracy, adequacy and completeness of any filings to the Internal Revenue Service by or on behalf of the ARS. Review with the treasurer and/or the Board of Directors any significant financial risks or exposures to the ARS and assess the steps management has taken or will take to mitigate such risks or exposures.
  • Overseeing the External Audit Process: Be directly responsible for the appointment, compensation, oversight, and retention of the ARS independent external auditor. Evaluate the qualifications and performance of the independent auditors. The independent auditors shall report directly to the Audit Committee. Assess the independence of any independent external auditors and discuss any relationships disclosed that may impact auditor objectivity and independence. The Audit Committee or its Chair shall have authority to hire external auditors with funds not in excess of $20,000 per year. If funds in excess of $20,000 per year are required, the chair will seek approval from the Treasurer or a majority from the Board of Directors.
  • The independent auditor shall not provide the following services for the ARS:
    • Bookkeeping
    • Financial information systems design, implementation or operation
    • Appraisal or valuation services
    • Internal auditing outsourcing services
    • Management functions or human resources
    • Broker or dealer, investment advisor, or investment banking services
    • Legal services or expert services unrelated to the audit
    • Other services that would violate the U.S. General Accounting Office Independence Standard
  • Establish procedures for the receipt and proper adjudication of complaints received by the ARS regarding accounting, internal accounting, or auditing matters.
  • Review and assess the adequacy of informational security procedures administered by the Information Technology committee.
  • Obtain reports concerning any financial fraud resulting in losses in excess of $10,000 or involving a member of the Board of Directors.
  • Review and assess the adequacy of the Audit Committee policies and procedures and by-laws in regards to the Audit Committee and recommend any changes to the Board of Directors.
  • Review and assess the adequacy of any policies and procedures of the ARS in respect to compliance with applicable federal, state, and/or local laws

Resources and Authority

The Audit Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the ARS. The Committee may engage and retain independent counsel and other advisors as it determines necessary to carry out its duties with the approval of the President of the ARS and/or the Ethics Committee Chair.

Meeting

The Audit Committee will meet at least annually. The Audit Committee shall maintain written and/or electronic mail copies of its internal workings, which will be filed with the Administrator of the American Rhinologic Society. Reports of all committee work shall be made to the Board of Directors. The Audit Committee may request any officer, employee, outside counsel or independent auditor to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee.

Committee Members

  • Term Ending 2024
    • Eric Succar
    • Justin Morse
    • Nyall London
    • Justin Turner (chair)