Charter for the Audit Committee — W3C Inc Board of Directors

Purpose

The overall purpose of the Audit committee is outlined in the Bylaws:

The Audit Committee shall:

1. recommend to the full Board of Directors for approval the retention and, when appropriate, the termination of an independent certified public accountant to serve as auditor,
2. subject to the supervision of the full Board, negotiate the compensation of the auditor on behalf of the Board,
3. confer with the auditor to satisfy the Audit Committee members that the financial affairs of this corporation are in order,
4. review and determine whether to accept the audit, and
5. approve performance of any non-audit services provided to this corporation by the auditor’s firm.

The purpose of the Committee shall be to serve as an independent and objective party to enable, oversee, and monitor the Audit of the Organization’s finances, and report to the Board on:

• The integrity and readiness to be audited of the financial statements of the Organization and its financial reporting process and systems of internal controls regarding finance and accounting.
• The qualifications, independence, and performance of the Organization’s independent auditor.
• The performance of the Organization’s internal audit function, if any.
• Compliance by the Organization with applicable legal and regulatory requirements.

Composition

The composition of the Audit committee is subject to the following limitations in the Bylaws:

1. members of the Finance Committee, if any, shall constitute less than one-half of the membership of the Audit Committee;
2. the chair of the Audit Committee may not be a member of the Finance Committee, if any;
3. the Audit Committee may not include any member of the staff, including the President or chief executive officer and Treasurer or chief financial officer;
4. the Audit Committee may not include any person who has a material financial interest in any entity doing business with this corporation; and
5. Audit Committee members who are not directors may not receive compensation greater than the compensation paid to directors for their Board service.

In addition, the composition of the Committee shall:

• Have at least three director or non-director members appointed by the Board.
• Have Chair or Chairs of the Committee are appointed by the Board.
• Have at least one who has a basic understanding of financial accounting matters and internal controls. They should be able to review and understand non-profit financial statements and tax returns at a level appropriate to the complexity of the Organization’s operations.

Responsibilities and Duties

The principal responsibilities of the Committee include:

• The responsibilities defined in the Purpose section above
• Review the independent auditor’s qualifications, independence, the scope of the Organization’s annual audit, and the audit procedures to be utilized.
• Advise the independent accountants that their primary clients are the Organization’s Board of Directors and that the independent accountants report directly to the Audit Committee.
• Provide for direct, confidential communication between the Committee, the Board of Directors, and the independent accountants, including such private sessions as the Committee may deem appropriate.
• Ensure that the Organization complies with all necessary legal and regulatory requirements including with the filing of IRS 990 tax return.
• Review and make recommendation to the Board on any important change in accounting principles and the application thereof in interim and annual financial reports. The approval of any change rests with the Board.

Meetings

• The Committee will meet at least quarterly, and more often as circumstances require.

Approved: 7 September 2023