The Board of Directors (the “Board”) of Biota Pharmaceuticals, Inc. (the “Company”) will appoint an Audit Committee (the “Committee”) of at least three (3) members. The members of the Committee shall meet the independence and experience requirements of the NASDAQ Stock Market (“NASDAQ”), Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the Company’s Corporate Governance Principles. All members of the Committee shall have a working familiarity with basic finance and accounting practices. At least one member of the Committee shall be an “audit committee financial expert” (as defined by the Commission). In addition, the Committee shall not include any member who:
Each member of the Committee must be able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement. In addition, at least one member shall have past employment experience in finance or accounting, professional certification in accounting, or other comparable experience or background resulting in the individual being financially sophisticated, which may include being or having been a chief executive, chief financial or other senior officer with financial oversight responsibilities.
The members of the Committee shall be appointed annually by the Board on the recommendation of the Board’s Nominating and Governance Committee and each member shall serve until his or her successor is appointed by the Board or until such member’s earlier resignation or removal. Committee members may be replaced by the Board on the recommendation of the Company’s Nominating and Governance Committee. Vacancies on the Committee shall be filled by appointment by the Board. Unless a Chair of the Committee is designated by the Board, the members of the Committee may designate a Chair by majority vote of the full Committee membership.
Except as expressly approved by the Board, Committee members shall not simultaneously serve on the audit committees of more than two other public companies.
The purpose of the Committee is to oversee the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. Consistent with this purpose, the Committee should encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels and should provide an open avenue of communication among the independent auditor, financial and executive management team, the Company’s internal auditor function, if applicable, (the “internal auditor”) and the Board. The duties and responsibilities of the Committee include the following:
The Committee has the authority to take any actions it considers appropriate to fulfill the above duties and responsibilities, including without limitation the authority to retain such outside counsel, experts, and other advisors as it determines appropriate to assist it in the full performance of its functions, including accounting experts or advisors, and to approve any fees related thereto. The Committee shall have full access to any relevant records of the Company and may request that any officer or other employee of the Company or the Company’s outside counsel meet with any members of, or advisors to, the Committee. The Company shall provide appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor and any advisors employed by the Committee, as well as funding for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
To the extent permitted by law or regulation, the Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be presented to the full Committee at its next scheduled meeting.
The majority of the members of the Committee constitutes a quorum. All determinations of the Committee shall be by a majority of the disinterested members present at a meeting duly called or held, provided that any decision or determination of the Committee reduced to writing and consented to (including, but not limited to, by means of electronic transmission) by all of the members of the Committee shall be fully as effective as if it had been made at a meeting duly called and held. For the purposes hereof, a member of the Committee shall be considered to be disinterested if he or she has no direct or indirect financial interest in the matters to be considered by the Committee. The Committee shall meet as often as it deems necessary to fulfill its responsibilities hereunder, but not less frequently than quarterly, and may meet with management or individual directors at such time or times as it deems appropriate to discuss any matters before the Committee. Meetings of the Committee will be held at such times and places as the Committee determines. To foster open communication, the Committee shall (a) meet in separate executive sessions (i) periodically with management, the internal auditor and the independent auditors and (ii) periodically with each of the chief accounting officer and legal counsel and (b) have such other direct and independent interaction with such persons from time to time as the members of the Committee deem appropriate. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
The Committee shall report regularly to the full Board with respect to its meetings, and concerning significant developments in the course of performing the duties and responsibilities set forth above or as otherwise requested by the Board.
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles applicable rules and regulations. These are the responsibilities of management and the independent auditor.
Approved: March 12, 2013
Ms. VanLent has served as a member of the Company’s Board of Directors since May 2013, as Lead Independent Director since November 2015, and as Chair of the Audit Committee since May 2013. Ms. VanLent is currently President of AMV Advisors, which provides corporate strategy and financial consulting services to emerging growth life sciences companies. From May 2002 to April 2008, Ms. VanLent was the Executive Vice President and Chief Financial Officer of Barrier Therapeutics, Inc. From July 1997 to October 2001, she was the Executive Vice President – Portfolio Management for Sarnoff Corporation. Ms. VanLent currently serves as a director and chairs the audit committees of Aegerion Pharmaceuticals, Inc., Ocera Therapeutics, Inc., and Applied Genetics Technologies Corporation (AGTC). During the past five years, Ms. VanLent also served as a director of Onconova Therapeutics, Inc. where she also served as Audit Chair, and as a director of Integra Life Sciences Corporation until May 2012. Ms. VanLent received a B.A. degree in Physics from Mount Holyoke College.
Mr. Dougherty has served as a member of the Company’s Board of Directors since May 2013. Mr. Dougherty was Executive Chairman of Celator Pharmaceuticals, Inc. from August 2015 to July 2016. Mr. Dougherty was a director at Celator Pharmaceuticals, Inc. from July 2013 to July 2016 and was Chairman of the Board of Directors from September 2014 to August 2015. Mr. Dougherty was Chief Executive Officer and a member of the Board of Directors of Kalidex Pharmaceuticals, Inc. from May 2012 to October 2012. Mr. Dougherty was the President and Chief Executive Officer and a director of Adolor Corporation from December 2006 until December 2011. Mr. Dougherty joined Adolor as Senior Vice President of Commercial Operations in November 2002. From November 2000 to November 2002, Mr. Dougherty was President and Chief Operating Officer of Genomics Collaborative, Inc. Previously, Mr. Dougherty served in a variety of senior positions at Genaera Corporation, including as President and Chief Executive Officer and at Centocor, Inc., a biotechnology company, including as Senior Vice President and Chief Financial Officer. Mr. Dougherty currently serves as a director of Cempra, Inc., and Trevena, Inc. Mr. Dougherty was a director of Viropharma Incorporated from 2004 to January 2014. Mr. Dougherty received a B.S. from Villanova University.
Mr. Richard has served as a member of the Company’s Board of Directors since August 2013. Mr. Richard is co-founder and Head of Corporate Development for Mereo BioPharma Group plc. Mr. Richard is also a non-executive director of Phase4 Partners, a venture capital firm based in London, UK, and had been a Partner of Georgia Venture Partners, LLC, a venture capital firm that focuses on the biotechnology industry from 2005 to 2015. He has also served as a senior business adviser to a number of biotechnology companies as well as a consultant to numerous portfolio companies of Georgia Venture Partners and Phase4 Ventures. Previously, he held senior executive business development positions at SEQUUS Pharmaceuticals, Inc., VIVUS, Inc. and Genome Therapeutics Corporation. Since August 2015, Mr. Richard serves as a director of Catalyst Biosciences, Inc. a company that merged with Targacept, Inc. Mr. Richard served as a director of Targacept from November 2002 to August 2015, the time of the merger, and was its Chairman from January 2014 through the completion of the merger. He currently serves as a Director of QUE Oncology and as Senior Business Advisor to Albireo AB. Mr. Richard has also been a director of QUE Oncology, Inc. since 2013. Mr. Richard received a M.B.A. from Harvard Business School and a B.S. from Stanford University.