STATEMENT OF POLICY |
The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Net Element International, Inc. (the “Company”) has the responsibility and authority to oversee the accounting and financial reporting processes of the Company, the integrity of the financial reports and other financial information and the audits of the Company’s financial statements. The Committee shall also review the qualifications, independence and performance, and approve the terms of engagement of the Company’s independent auditor, review the performance of the Company’s internal audit function and prepare any reports required of the Committee under rules of the U.S. Securities and Exchange Commission (the “SEC”). The Company shall provide appropriate funding, as determined by the Committee, to permit the Committee to perform its duties under this Charter, to compensate its advisors and to compensate any registered public accounting firm engaged for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services for the Company. The Committee, at its discretion, has the authority to initiate investigations and hire legal, accounting or other outside advisors or experts to assist the Committee, as it deems necessary to fulfill its duties under this Charter. The Committee may also perform such other activities consistent with this Charter, the Company’s Bylaws and governing law, as the Committee or the Board deems necessary or appropriate. |
ORGANIZATION AND MEMBERSHIP REQUIREMENTS |
The Committee shall comprise three (3) or more directors selected by the Board, each of whom shall satisfy the independence and experience requirements of (i) Rule 10A-3 of the Securities Exchange Act of 1934, as amended, (ii) The NASDAQ Stock Market LLC (the “NASDAQ”); provided that the Company may avail itself of any permitted exemptions from such NASDAQ independence requirements, and (iii) the Company’s independence guidelines. In addition, the Committee shall not include any member who:
Each member of the Committee must be able to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement. At least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting or other comparable experience or background that leads to financial sophistication. At least one member of the Committee must be an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication. Each member of the Committee shall be appointed by the Board and shall serve until his or her successor is duly elected and qualified or until such member’s earlier resignation, removal or death. Any member of the Committee may be removed or replaced by the Board on the recommendation of the Nominating and Corporate Governance Committee. Unless a chairman is elected by the full Board, the members of the Committee may designate a chairman by majority vote of the full Committee membership. The Chair shall preside at all regular meetings of the Committee and set the agenda for each Committee meeting. |
MEETINGS |
The Committee shall meet as often as it determines, but not less frequently than quarterly. A majority of the members shall represent a quorum of the Committee. Formal action to be taken by the Committee shall be by unanimous written consent or by the affirmative vote of at least a majority of the members present (in person or by telephone conference call) at a meeting at which a quorum is present. The Committee may form and delegate authority to subcommittees, or to one or more members of the Committee, when appropriate. The Committee shall meet with management, internal auditors and the independent auditor in separate executive sessions as appropriate. The Committee shall meet with the independent auditor and management on a quarterly basis to review the Company’s financial statements and financial reports. The Committee shall maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. |
COMMITTEE AUTHORITY AND RESPONSIBILITIES |
The Committee shall have the following authority and responsibilities, subject to such modification and additional authority as the Board may approve from time to time:
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John Wiegand |
Mr. Weigand is an accomplished financial services executive with more than 20 years of merchant financing and electronic payments industry experience. Mr. Weigand is currently the CEO of Merchant Growth Capital, LLC (“MGC”), a firm specializing in financing payment service providers and small businesses. Prior to MGC, he was an officer and shareholder of Merchants Capital Access, LLC, which was acquired in 2014 by a private equity firm Angelo, Gordon and Co. Prior to his tenure with Merchant Capital Access, he was a founding director of Payment Express Systems which was acquired by Priority Payment Systems in 2012. Prior to that Mr. Weigand was vice president of CIT Group, Inc. Prior to joining CIT, he was a founder of a credit card terminal leasing company which was acquired by CIT Group, Inc. in 2002. Prior to founding that company, Mr. Weigand was an executive with several banks in the New Jersey and Pennsylvania area. He is a CPA with a BS in Accounting and an MBA in Finance from St. Joseph’s University in Philadelphia. Mr. Weigand also sits on the Board of Educational Impact, LLC, a leading provider of online video content for secondary education professional development. |
Howard Ash |
Mr. Ash is an accomplished executive who served as C-level executive for a variety of high profile, international companies, including Israel Export Development Corporation, CITA Americas, BioCard Corp., IEDC Marketing and Abrams, Ash & Associates. In addition, Mr. Ash started an interest-free microloan society in 1987 that has provided more than $15 million in microloans throughout the United States and Israel. Mr. Ash currently serves as the Chairman of Claridge Management, a private finance company, as well as a member of multiple boards of directors domestically and internationally. In addition, Mr. Ash is the only non-UK citizen serving on the Advisory Board of the E2Exchange, the Institute of Entrepreneurs. Mr. Ash is active with multiple non-for-profit and charitable organizations including One Laptop Per Child and Circle of Life Resource Center, Inc., a food bank in Miami, Florida that feeds several hundred families per week. Mr. Ash earned a Bachelor of Commerce degree, with Honors in Accounting and Law from the University of Witwatersrand (South Africa) and a Bachelor of Accounting Honors degree from the University of Witwatersrand (South Africa). |
Jon Najarian |
Najarian is a professional investor, money manager and media analyst. He is a co-founder of Investitute, LLC, the industry leading options education firm that recently launched “Crypto Basics,” new educational course which covers the basics of cryptocurrency, blockchain technology, altcoins and Initial Coin Offerings (ICOs). Najarian is also a host of the International ICO Channel, a part of CoinBoost, whose goal is to bridge the divide between blockchain and mainstream media by offering distribution to traditional financial media outlets. In 2016, Najarian and his brother Pete co-founded Najarian Advisors, a company advising institutional investors on options strategies. The brothers invest in and work with start-ups via Rebellion Partners, a venture consulting firm they launched in 2015.
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Jonathan Fichman |
Since 2013, Fichman has served as a managing director of C-Anax Ventures & Advisory, where he assists early-stage companies with corporate strategy, streamlining operations, and financial analysis. Fichman is also an adjunct professor at Florida International University, where he teaches in the Business School with a focus on international management and entrepreneurship. From 2005 to 2015, Fichman served as a senior vice president of International Business Strategy & Initiatives at Bank of America Merrill Lynch. From 2003 to 2004, he served as a director of Operations, Procurement and Insurance at the Township of Cherry Hill, New Jersey. From 1999 to 2003, Fichman was a vice president of Strategic Initiatives at Actrade Financial Technologies, where he helped create B2B banking products that were at the forefront of commercial payments. Finally, from 1997 to 1999 he was a Senior Wall Street Analyst. Fichman received his MBA in Finance and Management from the University of Miami School of Business and Bachelor of Arts in Criminal Justice from the George Washington University. |