Board of Directors (the “Board”) of Value Line, Inc. (the “Company”) shall appoint the Audit Committee (the “Audit Committee”) which shall be constituted and have the responsibility and authority as described herein.
The Audit Committee’s primary purpose shall be to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company.
In carrying out its responsibility, the Audit Committee shall
undertake the following activities:
1. The Audit Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of any independent auditor engaged (including resolution of disagreements between management and the auditor regarding financial
reporting) for the purpose
of preparing or issuing
an audit report
or performing other audit, review or attest services for the Company, and the independent auditor shall report directly to the Audit Committee.
Procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls, or auditing matters have been established as follows:
a. Anyone with concerns regarding questionable accounting or auditing matters or complaints regarding accounting, internal accounting controls or auditing matters may confidentially,
and anonymously if they wish, submit such
concerns or complaints to any of the Company’s officers. All such concerns and complaints will be forwarded to the CEO. A record of all such complaints and concerns received will be provided to the Audit Committee each fiscal quarter by the Company’s Legal Counsel or any of its officers.
The Audit Committee will
evaluate the merits of any concerns or complaints received by it and authorize such
up actions, if any, as it deems necessary or appropriate to address the substance of the concern or complaint.
The Company will not discipline, discriminate
against or retaliate against any employee who reports a complaint or concern, unless it is determined that the report was made with knowledge that it was false.
3. The Audit Committee shall have the authority to engage independent counsel and other advisers, as it determines
carry out its duties.
4. The Company shall provide for appropriate funding, as determined by the Audit Committee,
in its capacity as a committee of the board of directors, for payment of:
to any independent auditor engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company;
b. Compensation to any advisers employed by the Audit Committee under paragraph (3); and
c. Ordinary administrative expenses of the Audit Committee
that are necessary or appropriate in carrying out its duties.
5. The Audit Committee shall pre-approve all audit and permitted non-audit services to be provided by the independent
auditor. The Audit Committee may delegate authority to pre-approve all auditing and permitted non-audit services in accordance with preapproval policies
and procedures established by the Audit Committee, provided that the Audit
is informed of each service so approved at the next meeting of the Audit Committee.
requirements are subject to the exception for the de minimus provision of services set forth in Securities and Exchange Commission Regulation S-X, Section 2.01(c)(7) (i)(C).
6. The Audit Committee shall meet with
the independent auditor
prior to the audit to review the planning and staffing of the audit and approve the proposed fee for the audit.
7. The Audit Committee shall receive written periodic reports from the independent auditor delineating all relationships between the independent auditor and the Company. This report shall be consistent with Independence Standards Board Standard No. 1 regarding the auditor’s independence. The Audit Committee
shall actively engage
in dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity
of the auditor, and if determined by the Audit Committee, recommend that the Board take appropriate
action to insure the independence of the auditor.
8. The Audit Committee shall receive the report of the independent auditor, prior to the filing of the independent auditor’s audit report with the Securities and Exchange Commission, with respect to:
a. All critical accounting policies
and practices to be used;
b. All alternative treatments within generally accepted accounting principles for policies
and practices related to material items that have been discussed with management of the Company, including:
i. Ramifications of the use of such alternative disclosures and treatments; and
ii. The treatment preferred by the independent auditor; and
Other material written communications between the independent auditor and the management of the Company, such as any management letter or schedule of unadjusted differences.
9. The Audit Committee shall receive any report by the Company’s Chief Financial Officer and/or Chief Executive Officer concerning:
any significant deficiencies or material weaknesses in the design or operation of internal control over financial reporting of the Company which are reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial data; and
b. any fraud regarding company business, whether
or not material, that involves management or other employees who have a
significant role in the Company’s internal control over financial reporting.
10. The Audit Committee shall discuss with the independent auditor the matters required to
discussed by Statement on Auditing Standards No. 61 relating to
the conduct of the audit, including:
encountered in the course of the audit work, including any restrictions on the scope of activities or access to required information;
b. Significant financial reporting issues and judgments; and
c. Any major changes to
Company’s auditing and accounting principles and practices.
11. Obtain from the independent auditor
assurance that Section 10A
the Securities Exchange Act of 1934 has not been implicated.
Review the Company’s annual audited financial statements and the report thereon with the independent auditor and management prior to the publication of such statements.
13. Review periodically with management
the Company’s major financial risk exposures and the steps management has
taken to monitor and control those exposures.
Adopt the report (to
prepared by the Company’s legal counsel) required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement, which shall include a statement of whether the
Audit Committee recommends
to the Board of Directors that the audited financial statements be included in the Company’s annual report on Form 10-K.
Review and reassess the adequacy of this Charter annually and submit it to
the Board for approval. The Audit Committee shall meet at least two times a year and make an oral report to the Board following each
While the Audit Committee has the responsibility and authority set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that
the Company’s financial statements are complete and accurate and are
in accordance with generally accepted accounting principles. This is the responsibility of management and the independent
To view Audit Committee Charter in PDF format, please click here.