Audit Committee Charter


The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of GeoVax Labs, Inc. (the “Company”) shall assist the Board in fulfilling its oversight responsibility to the shareholders, the investment community, and others relating to: (i) the integrity of the Company’s financial statements; (ii) the effectiveness of the Company’s internal control over financial reporting; (ii) the Company’s compliance with legal and regulatory requirements; (iv) qualifications and independence of the Company’s independent auditors, which shall be an independent registered public accounting firm that is registered with the Public Company Accounting Oversight Board (“PCAOB”); and (v) the performance of the Company’s internal audit function, if any, and the independent auditors. In fulfilling its purpose, it is the responsibility of the Committee to maintain free and open communication among the Committee, the independent auditors, Company personnel responsible for the internal audit function, if any, and management of the Company, and to determine that all parties are aware of their responsibilities.
 

The Committee shall be comprised of a minimum of three (3) directors. Each member of the Committee must:
  1. Be an “independent director” as that term is defined in Section 10A(m) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules of the Securities and Exchange Commission (“SEC”) under Section 10A of the Exchange Act
  2. Be an “independent director” as that term is defined in (i) Rule 5605(a)(2) of The NASDAQ Stock Market, LLC (“NASDAQ”), (ii) Section 830A of the NYSE Amex, LLC's Company Guide, or (iii) the requirements of such other exchange on which the Company's securities are listed
  3. Not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years
  4. 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, in the judgment of the Board, past or current employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience or background that results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. In addition, at least one member of the Committee must be, as determined by the Board, an “audit committee financial expert” as such term is defined in Item 407(d)(5)(ii) of Regulation S-K.
The Board will appoint the members of the Committee annually. The members will serve until their successors are appointed or until their earlier death, resignation, disqualification or removal. Each member of the Committee will serve at the pleasure of the Board and may be removed at any time with or without cause. Vacancies in the membership of the Committee by means of death, resignation, disqualification or removal shall be filled by a majority of the Board. The Board will designate the Chairperson of the Committee or, if the Board fails to do so, the members of the Committee will elect a Chairperson by majority vote. Members shall not serve on more than three public company audit committees simultaneously.
 
 The Committee shall meet when deemed necessary and desirable by the Committee or its Chairperson, and at least quarterly. The Committee shall meet separately and periodically with management, the Company personnel responsible for the internal audit function, if any, and the independent auditors. The Committee may also conduct meetings by telephone conference calls, so long as each member can communicate with the other members. The Committee shall keep minutes of its meetings and report them to the Board.
 

Management is responsible for the preparation, presentation, and integrity of the Company’s financial statements, for the appropriateness of the accounting principles and reporting policies that are used by the Company and for establishing and maintaining internal control over financial reporting. The independent auditors are responsible for auditing the Company’s financial statements and management’s assessment of the effectiveness of internal control over financial reporting, and for reviewing the Company’s unaudited interim financial statements.

The Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible, in order to best react to changing conditions and circumstances. The Committee will take appropriate actions to monitor the overall corporate “tone” for quality financial reporting, sound business risk practices, and ethical behavior.

The authority and responsibilities of the Committee are as follows:

A.   The Committee shall be directly responsible for the appointment (which shall be subject to shareholder ratification), compensation, retention, and oversight of the work of the independent auditors engaged to prepare or issue an audit report or performing other audit, review, or attest services for the Company, including resolution of disagreements between the independent auditors and management regarding financial reporting. The Committee shall have the authority to evaluate and recommend the selection or replacement of the independent auditors for auditing the financial statements of the Company. The independent auditors shall report directly to the Committee.

B.   Prior to engaging the independent auditors to perform an audit of the Company’s financial statements, (i) obtain from the independent auditors the written disclosures and letters required by applicable requirements of the PCAOB regarding the independent auditors’ communications with the Committee concerning independence; (ii) actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors; and (iii) take, or recommend that the Board take, appropriate action to oversee the independence of the independent auditors.

C.   After reviewing the foregoing report and the independent auditors’ work throughout the year, the Committee shall evaluate the auditors’ qualifications, performance and independence. Such evaluation should include the review and evaluation of the lead audit partner and take into account the opinions of management and the Company’s personnel responsible for the internal audit function, if any.

D.   The Committee shall discuss with the independent auditors the matters required to be discussed by the statement on Auditing Standards No. 61, as amended, as adopted by the PCAOB.

E.   The Committee shall determine that the independent auditors have a process in place to address the rotation of the lead audit partner and other audit partners serving the account as required under the SEC independence rules.

F.   The Committee shall pre-approve all audit and non-audit services provided by the independent auditors, including specific pre-approval of internal control-related services and shall receive certain disclosure, documentation, and discussion of non-prohibited tax services by the independent auditors based on PCAOB Rule 3524. The Committee shall not engage the independent auditors to perform non-audit services proscribed by law or regulation. The Committee may delegate pre-approval authority to a member of the Audit Committee. The decisions of any Committee member to whom pre-approval authority is delegated must be presented to the full Committee at its next scheduled meeting.

G.   The Committee shall discuss with the Company personnel responsible for the internal audit function, if any, and the independent auditors the overall scope and plans for their respective audits, including the adequacy of staffing and budget or compensation.

H.   The Committee shall regularly review with the independent auditors any audit problems or difficulties encountered during the course of the audit work, including any restrictions on the scope of the independent auditors’ activities or access to requested information, and management’s response. The Committee should review any accounting adjustments that were noted or proposed by the auditors but were “passed” (as immaterial or otherwise); any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues or internal control-related issues presented by the engagement; and any “management” or “internal control” letter issued, or proposed to be issued, by the audit firm to the Company that is in addition to their audit report on the effectiveness of internal control over financial reporting.

I.   The Committee shall meet to review and discuss the quarterly financial statements, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, with management and the independent auditors prior to the filing of the Company’s Quarterly Report on Form 10-Q. Also, the Committee shall discuss the results of the quarterly review and any other matters required to be communicated to the Committee by the independent auditors under the standards of the PCAOB.

J.   The Committee shall meet to review and discuss the annual audited financial statements, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, with management and the independent auditors prior to the filing of the Company’s Annual Report on Form 10-K (or the annual report to shareholders if distributed prior to the filing of the Form 10-K), and, if appropriate, recommend that the audited financial statements be included in the Company’s Annual Report on Form 10-K (or the annual report to shareholders if distributed prior to the filing of the Form 10-K) Also, the Committee shall discuss the results of the annual audit and any matters required to be communicated to the Committee by the independent auditors under the standards of the PCAOB.

K.   The Committee’s review of the financial statements shall include: (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy of the Company’s internal control over financial reporting and any specific remedial actions adopted in light of significant deficiencies or material weaknesses; (ii) discussions with management and the independent auditors regarding significant financial reporting issues and judgments made in connection with the preparation of the financial statements and the reasonableness of those judgments, including analyses of the effects of alternative Generally Accepted Accounting Principles (“GAAP”) methods on the financial statements; (iii) consideration of the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements; (iv) consideration of the judgment of both management and the independent auditors about the quality, not just the acceptability of accounting principles; and (v) the clarity of the disclosures in the financial statements.

L.   The Committee shall receive and review a report from the independent auditors, prior to the filing of the Company’s Annual Report on Form 10-K (or the annual report to shareholders if distributed prior to the filing of Form 10-K), on all critical accounting policies and practices of the Company; all material alternative treatments of financial information within GAAP that have been discussed with management, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the independent auditors; and other material written communications between the independent auditors and management.

M.   When and as applicable, the Committee shall review management’s report on its assessment of the effectiveness of internal control over financial reporting as of the end of each fiscal year and the independent auditors’ report on: (i) management’s assessment; and (ii) the effectiveness of internal control over financial reporting.

N.   When and as applicable, the Committee shall discuss with management, the Company personnel responsible for the internal audit function, if any, and the independent auditors management’s process for assessing the effectiveness of internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002, including any significant deficiencies or material weaknesses identified.

O.   Prepare the Audit Committee report that SEC proxy rules require to be included in the Company’s annual proxy statement.

P.   When and as applicable, the Committee shall discuss with the independent auditors the characterization of deficiencies in internal control over financial reporting and any differences between management’s assessment of the deficiencies and that of the independent auditors. The Committee shall also discuss with management its remediation plan to address internal control deficiencies. The Committee shall determine that the disclosures describing any identified material weaknesses and management’s remediation plans are clear and complete.

Q.   When applicable, the Committee shall discuss with management its process for performing its required quarterly certifications under Section 302 of the Sarbanes-Oxley Act.

R.   The Committee shall discuss with management, the Company personnel responsible for the internal audit function, if any, and the independent auditors any: (i) changes in internal control over financial reporting that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting that are required to be disclosed; and (ii) any other changes in internal control over financial reporting that were considered for disclosure in the Company’s periodic filings with the SEC.

S.   The Committee shall review with senior management the Company’s overall anti-fraud programs and controls.

T.   The Committee shall review the Company’s compliance and ethics programs, including consideration of legal and regulatory requirements, and shall review with management its periodic evaluation of the effectiveness of such programs. If and when the Company adopts a code of conduct, the Committee shall review the Company’s code of conduct and programs that management has established to monitor compliance with such code. The Committee shall receive any corporate attorneys’ reports of evidence of a material violation of securities laws or breaches of fiduciary duty by the Company.

U.   The Committee shall review and approve all related party transactions required to be disclosed pursuant to SEC Regulation S-K, Item 404, and discuss with management the business rationale for the transactions and whether appropriate disclosures have been made.

V.   The Committee shall review and discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.

W.   The Committee shall discuss the Company’s policies with respect to risk assessment and risk management, including the risk of fraud. The Committee also shall discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

X.   The Committee shall establish procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Y.   The Committee shall set clear hiring policies for employees or former employees of the independent auditors that meet the SEC regulations and stock exchange listing standards.

Z.   The Committee shall determine the appropriate funding needed by the Committee for payment of: (i) compensation to the independent auditors engaged for the purpose of preparing or issuing audit reports or performing other audit, review, or attest services for the Company; (ii) compensation to any advisers employed by the Committee; and (iii) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

AA.   The Committee shall have the authority, without further approval from the Board, to utilize reasonable amounts of time of the Company’s personnel, and to retain and compensate such independent counsel or other advisers as it determines necessary in discharging its oversight role, and shall have sole authority to approve related fees and engagement terms.

BB.   The Committee shall perform an evaluation of its performance at least annually to determine whether it is functioning effectively. The Committee also shall discuss with the independent auditors their observations related to the effectiveness of the Committee.

CC.   The Committee shall perform any other activities consistent with this charter, the Company’s bylaws, and applicable law as the Committee or the Board deems necessary or appropriate.

DD.   The Committee shall review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval.