Audit Committee Charter
The Audit Committee of the Board of Directors of Techne Corporation (the
"Company") shall exist primarily for the purpose of overseeing the accounting
and financial reporting processes of the Company and audits of the financial
statements of the Company. The independent registered public accounting firm
which audits the Company's financial statements shall be accountable to the
Audit Committee which is directly responsible for the appointment,
compensation and oversight of such firm.
The Audit Committee shall be composed of three or more directors who are
"independent" as applicable law and regulations of the Securities Exchange
Commission (the "SEC") and Nasdaq define such term and who are free of any
relationship that, in the opinion of the Board of Directors, would interfere
with their exercise of independent judgment. Each of the members of the
Audit Committee shall be a person who through prior education and experience
is financially sophisticated, is able to read and understand financial
statements and is familiar with financial oversight responsibilities. In
addition, at least one member of the Committee shall be a "financial expert"
as applicable law and regulations of the SEC and Nasdaq define such term.
In carrying out these responsibilities, the Audit Committee shall:
- Meet not fewer than four times per year.
- Select and retain the independent registered public accounting firm
which audits the financial statements of the Company and its divisions
and subsidiaries and, when appropriate, replace such firm.
- Pre-approve all audit services and non-audit services to be
preformed by the Company's independent accounting firm, provided that
(1) the Committee may delegate to one of more of its members the
authority to grant pre-approvals subject to such pre-approvals being
reported to and reviewed by the full Committee at its next meeting, and
(2) pre-approval shall not be required for non-audit services if the
aggregate amount of all such non-audit services constitutes not more
than 5% of the total amount paid by the Company to its independent
accounting firm during the fiscal year in which such non-audit services
are provided, such services were not recognized by the Company at the
time of engagement to be non-audit services, and such services are
promptly brought to the attention of the Committee and approved by the
Committee prior to completion of the audit.
- Meet with the independent accounting firm and financial management
of the Company to determine the scope of the proposed audit for the
current year and the audit procedures to be utilized, resolve any
disputes between the auditors and management regarding financial
reporting, and, at its conclusion, review such audit, including any
comments or recommendations of the independent accounting firm.
- Receive from the independent accounting firm reports concerning, and
take appropriate action as to, 1) all critical accounting policies and
practices to be used in their audit, 2) all alternative treatments of
financial information that have been discussed with management,
ramifications of the use of such alternatives, and the treatment
preferred by the independent accounting firm; and 3) other
communications between the independent accounting firm and management,
including any management letter or schedule of unadjusted differences.
- Review with the independent accounting firm and the Company's
financial and accounting personnel the adequacy and effectiveness of
the accounting and financial controls of the Company, and elicit any
recommendations for the improvement of such internal control procedures
or particular areas where new or more detailed controls or procedures
are desirable. Particular emphasis shall be given to the adequacy of
such internal controls to expose any payments, transactions, or
procedures that might be deemed illegal or otherwise improper.
- Provide sufficient opportunity for the independent accounting firm
to meet with the members of the Audit Committee without members of
management present. Among the items to be discussed in these meetings
are the firm's evaluation of the Company's financial, accounting, and
auditing personnel, and the cooperation that the firm received during
the course of the audit.
- Oversee the independence of the independent accounting firm through
appropriate means including obtaining a written statement delineating
all relationships between the firm and the Company and determining
whether and to what extent the objectivity and independence of the
accounting firm may be impacted by all relationships and services.
- Discuss with the independent accounting firm's representatives
qualitative judgments about the appropriateness, not just the
acceptability, of accounting principles and financial disclosure
practices used or proposed to be adopted by the Company, particularly
about the degree of aggressiveness or conservatism of the Company's
accounting principles and underlying estimates.
- Review and approve all related-party transactions to which the
Company may be a party prior to their implementation to assess whether
such transactions meet applicable legal requirements and are
- Prepare and review periodically a Code of Ethical Conduct for senior
management of the Company and review enforcement of such Code.
- Establish and maintain procedures for responding to complaints
received by the Company regarding accounting, internal accounting
controls and auditing, including a procedure to allow employees to
submit concerns on a confidential, anonymous basis.
- Establish and review adherence to the Company's cash management and
- Provide the report for the Company's annual proxy statement required
by regulations of the SEC respecting activities of the Committee and
state whether the Committee recommends inclusion of the Company's
audited financial statements in the annual report to be filed with
- Investigate any matter brought to its attention within the scope of
its duties, with the power to retain, at the expense of the Company,
outside counsel or other consultants for this purpose if, in its
judgement, that is appropriate.
- Submit to the Board of Directors the minutes of all meetings of the
Audit Committee and discuss the material matters discussed at each
committee meeting with the Board of Directors.