Audit Committee Charter
Board of Directors
The Audit Committee (the "Committee") of the Company is appointed by, and generally acts on behalf of, the Board of Directors (the "Board) of Xedar Corporation (the "Company"). The Board has established the governing principles of the Committee through the adoption of this Charter. The Committee's principal purpose shall be:
(i) to assist the Board in its oversight of (i) the integrity of the Company's financial statements; (ii) the Company's compliance with legal and regulatory requirements; (iii) the Company's Internal Controls; and (iv) the performance of the Company's Internal Audit function;
(ii) to interact directly with and evaluate the performance of the Independent Auditors, including to determine whether to engage or dismiss the Independent Auditors, to approve their fees, and to monitor the Independent Auditors' qualifications and independence; and
(iii) if necessary, to prepare the report required by the rules of the Securities and Exchange Commission (the "SEC") to be included in the Company's proxy statement.
With respect to financial reporting, and compliance with laws and regulations, management is not responsible for the Company's reporting process and the system of Internal Controls. Management is responsible for the completeness and accuracy of the Company's financial statements and the fair presentation of the financial condition, results of operations and cash flows of the Company. Management is also responsible for assuring compliance with applicable laws and regulations and with the Company's Code of Business Ethics.
The Independent Auditors are responsible for performing an independent audit of the Company's consolidated financial statements in accordance with generally accepted auditing standards and expressing an opinion on the conformity of those audited financial statements in accordance with generally accepted accounting principles ("GAAP"). The Independent Auditors shall provide an attestation report on management's assessment of Internal Controls over financial reporting in accordance with Rule 2-02(f) of Regulation S-X promulgated by the SEC.
Consistent with the specific duties of the Committee listed below, it is the responsibility of the Committee, working in conjunction with management and the Independent Auditors, to oversee and monitor these policies and procedures in a manner that achieves its objectives.
