Audit Committee PolicyAppendix A Appendix B Appendix C Appendix D PRE-APPROVAL POLICY OF THE AUDIT COMMITTEE OF Z-TRIM HOLDINGS, INC.The Audit Committee (the “Committee”) of Z-Trim Holdings, Inc. (the “Company”) is required to pre-approve the audit and non-audit services performed by the Company’s independent public accountants, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, in order to assure that the provision of such services does not impair the independent public accountants’ independence. Unless a type of service to be provided by the independent public accountants has received general pre-approval, it will require specific pre-approval by the Committee. Any proposed services exceeding pre-approved cost levels will require specific pre-approval by the Committee. The appendices to this Pre-Approval Policy (the “Policy”) describe the audit, audit-related, tax and all other services that have the general pre-approval of the Committee. The term of any general pre-approval is 12 months from the date of pre-approval, unless the Committee specifically provides for a different period. The Committee will annually review and pre-approve the services that may be provided by the independent public accountants without obtaining specific pre-approval from the Committee. The Committee will revise the list of general pre-approved services from time to time, based on subsequent determinations. The Committee does not delegate its responsibilities to pre-approve services performed by the independent public accountants to management. DelegationNotwithstanding anything to the contrary contained herein, the Committee may delegate pre-approval authority to the Committee Chairperson or to one or more other Committee members, who are independent directors of the Board of Directors of the Company. The member or members to whom such authority is delegated shall report any pre-approval decisions to the Committee at its next scheduled meeting.Audit ServicesThe annual audit services engagement terms and fees will be subject to the specific pre-approval of the Committee. The Committee will approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Company structure or other matters. In addition to the annual audit services engagement specifically approved by the Committee, the Committee may grant general pre-approval for other audit services, which are those services that only the independent public accountants reasonably can provide. The Committee has pre-approved the audit services listed in Appendix A. All other audit services not listed in Appendix A must be specifically pre-approved by the Committee.Audit-Related ServicesAudit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements or that are traditionally performed by the independent public accountants. The Committee believes that the provision of audit-related services does not impair the independence of the independent public accountants and has pre-approved the audit-related services listed in Appendix B. All other audit-related services not listed in Appendix B must be specifically pre-approved by the Committee.Tax ServicesThe Committee believes that the independent public accountants can provide tax services to the Company such as tax compliance, tax planning and tax advice without impairing the independence of such independent public accountants. However, the Committee will not permit the retention of the independent public accountants in connection with a transaction initially recommended by the independent public accountants, the purpose of which may be tax avoidance and the tax treatment of which may not be supported in the Internal Revenue Code and related regulations. The Committee has pre-approved the tax services listed in Appendix C. All tax services involving large and complex transactions not listed in Appendix C must be specifically pre-approved by the Committee.All Other ServicesThe Committee may grant general pre-approval to those permissible non-audit services classified as “All Other Services” that it believes are routine and recurring services and would not impair the independence of the independent accountants. The Committee has preapproved the All Other Services listed in Appendix D. Permissible All Other Services not listed in Appendix D must be specifically pre-approved by the Committee. A list of the Securities and Exchange Commission’s prohibited non-audit services is attached to this Policy as Exhibit 1.Pre-Approval Fee LevelsPre-approval fee levels for all services to be provided by the independent public accountants will be established annually by the Committee. Any proposed services exceeding these levels will require specific pre-approval by the Committee.ProceduresRequests or applications to provide services that require specific approval by the Committee will be submitted to the Committee by both the independent public accountants and the Company’s Chief Financial Officer or other officer designated by the Company’s Board of Directors and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence. Appendix APre-Approved Audit Services Fiscal Year.ServiceStatutory audits or financial audits for subsidiaries or affiliates of the Company.Services associated with SEC registration statements, periodic reports and other documents filed with the SEC or other documents issued in connection with securities offerings (e.g., comfort letters, consents) and assistance in responding to SEC comment letters. Consultations by the Company’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB or other regulatory or standard setting bodies. (Note: Under SEC rules, some consultations may be “audit-related” services rather than “audit” services). Reporting on management’s assertions as to the effectiveness of internal controls on financial reporting, in accordance with Section 404 of the Sarbanes-Oxley Act. Audits of employee benefit plans, including but not limited to pension plans. Aggregate Range of Fees. Appendix BPre-Approved Audit-Related Services for Fiscal Year.ServiceDue diligence services pertaining to potential business acquisitions/dispositions.Financial statement audits of employee benefit plans. Agreed-upon or expanded audit procedures related to accounting and/or billing records required to respond to or comply with financial, accounting or regulatory reporting matters. Internal control reviews and assistance with internal control reporting requirements in accordance with applicable SEC requirements. Consultations by the Company’s management as to the accounting or disclosure treatment of transactions or events and/or the actual or potential impact of final or proposed rules, standards or interpretations by the SEC, FASB or other regulatory or standard-setting bodies (Note: Under SEC rules, some consultations may be “audit” services rather than “audit-related” services). Attest services not required by statute or regulation. Aggregate Range of Fees. Appendix CPre-Approved Tax Services for Fiscal Year.ServiceU.S. federal, state and local tax planning and advice.U.S. federal, state and local tax compliance. International tax planning and advice. International tax compliance. Review of federal, state, local and international income, franchise and other tax returns. Aggregate Range of Fees. Appendix DPre-Approved All Other Services for Fiscal Year.ServiceAggregate Range of Fees.Exhibit 1 Prohibited Non-Audit Services
___________________ * Unless it is reasonable to conclude that the results of these services will not be subject to audit procedures during an audit of the Company’s financial statements. |
