CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
OF BOWL AMERICA, INC.
(As amended on September 26, 2019)
The purpose of the Audit Committee of the Board of Directors of Bowl America Inc. (the “Company”) is to oversee and advise the Board with respect to:
The Committee will consist of not less than two members of the Board of Directors who must meet the independence and experience requirements of the SEC and NYSE American Stock Exchange. Those rules require, among other things that:
Authority and Responsibilities
In pursuit of the purposes set forth above, the authority and responsibilities of the Audit Committee shall include the following:
1. Review of Committee Charter and Performance. The Committee shall review and assess the adequacy of this charter at least annually and shall submit any recommended changes to the Board for approval. The Committee shall annually review its own performance.
2. Meetings and Subcommittees. The Committee shall, absent unusual circumstances, meet at least quarterly. The Committee shall meet periodically (absent unusual circumstances, at least twice per year) with management and the independent auditor. The Committee may form and delegate authority to subcommittees when appropriate.
3. Advisors. The Committee shall have the authority to engage outside legal, accounting and other advisors without Board approval.
4. Oversight of Independent Auditor. The Committee shall be solely responsible for the appointment, replacement and oversight of the independence and performance of the independent auditor, who shall report directly to the Committee. Such responsibility shall include:
5. Reports of the Committee. The Committee shall make regular reports to the Board and shall prepare the report of the Committee required under Item 306 of the SEC’s Regulation S-K to be included in the Company’s annual proxy statement stating whether the Committee:
6. Whistle Blower Procedures. When required to do so by NYSE American Stock Exchange rules approved by the SEC, the Committee shall establish and implement procedures to receive, retain and address complaints regarding accounting and auditing matters, including procedures for employees’ anonymous submissions of concerns.
7. Annual Audited Financial Statements. The Committee shall review and discuss with management and the independent auditor the annual audited financial statements, including disclosures made in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (the “MD&A”) portion of the Annual Report on Form 10-K, and shall recommend to the Board whether the audited financial statements should be included in the Form 10-K. In that connection, the Committee shall discuss with the independent auditor the matters required to be discussed by SAS 61 relating to the audit.
8. Quarterly Financial Statements. The Committee shall discuss with management and the independent auditor the Company’s unaudited quarterly financial statements prior to the filing of its Form 10-Q.
9. Quarterly CEO and CFO Certifications. The Committee shall receive the quarterly disclosures required to be made to the Committee by the CEO and CFO in their certifications included in the Company’s Forms 10-Q and 10-K relating to:
10. Reports From and Discussions With the Independent Auditor. The Committee shall receive from and discuss with the independent auditor periodic reports relating to:
11. Earnings Releases. The Committee shall periodically review the Company’s earnings press releases and financial information and earnings guidance provided by the Company to shareholders, analysts and rating agencies.
12. Risk Assessment and Management. The Committee shall review with management and the independent auditor compliance with laws, regulations and internal procedures and contingent liabilities and discuss policies with respect to risk assessment and risk management.
13. Internal Audit Function. The Committee shall review with the independent auditor the adequacy of the Company’s internal controls, including computerized information system controls and security.