Please Note: These documents are not intended to absolve the Audit Committee of all or part of their legal

responsibilities. Consequently, no liability will be accepted by Manhattan Group to any company or individuals as a result of the use or non-use of this checklist.

Actions
1. Confirm that accounting policies, practices, and procedures comply with the letter and the spirit of GAAP. Compare accounting policies with industry norms. 2. Consider drafting specific policies covering the following if not already addressed: a. Financial statement accuracy b. Relationships and expectations for working with internal and external auditors and assisting with their examinations c. Loans to directors and executive officers d. Off-balance sheet transactions e. Pro forma financial information f. Insider/related party transactions g. Control system assessments h. Code of Ethics i. Treasury risks and procedures j. Escalation rules appropriate to meet the requirements for real-time disclosures 3. Communicate your accounting policies, practices, and procedures and ensure that they are understood by all affected staff.

4. Provide necessary training in accounting policies and practices to enable individuals responsible for the following functions to perform their tasks correctly and completely: a. Recording transactions b. Developing information used to formulate and record provisions for expenses or losses c. Preparing financial disclosures 5. If your organization has multiple sites where accounting transactions and financial disclosures are processed and compiled, ensure that the foregoing procedures, practices, and training address the unique environment at each site.

6. Confirm compliance with accounting policies, practices, and procedures. 7. Confirm that accounting and financial procedures and practices are addressed in the Code of Ethics. Include financial and operating managers, as appropriate, in the on-going certification process. 8. Ensure that the guidelines for developing and recording financial statement estimates are documented and uniformly understood.

9. Establish procedures to document, analyse, and reconcile balance sheet accounts and off-balance sheet accounts so that such activities occur as scheduled. Confirm that a process exists to resolve issues or present unresolved differences to senior management in a timely manner. 10. Establish a process/system that enables disclosures of any material change in the financial condition or operations within two business days after the event or fact causing the change. Ensure the company website accommodates the disclosure requirements. 11. Evaluate the speed of production of finance and operational information needed to make informed decisions. Make changes required to accelerate its accessibility. 12. Reassess the appropriateness of existing key performance indicators for the business, and expand them as necessary. 13. Address and implement all audit recommendations, particularly those that relate to weaknesses in internal controls. Seek "no conflict" consultancy assistance as necessary. 14. Establish a process to ensure that press releases are verified for the absence of misleading information prior to issuance.

15. Establish/formalize a process to ensure that the information presented in Managements Discussion and Analysis is consistent with the financial statements and related footnote disclosures.

16. Educate other senior officers (e.g., HR, legal, operations) about whistleblower and retaliation provisions of the Act. Document retention practices and other appropriate corporate practices. 17. Ensure that the departments that administer 401(k) and pension plans have procedures that preclude trading in company securities during any "blackout" periods. Work with department employees to educate them on the notification process for "blackout" periods. 18. Educate officers and directors regarding activities prohibited by the SEC.

19. Prohibit cross hiring (any individual that was employed by the audit firm and participated in an audit within the last 12 months cannot be hired as the CEO, CFO, or controller.) 20. Document identified risks facing the business. 21. Ensure that all purchases of finance and related services are from approved "no-conflict" suppliers. 22. Consider having an independent party assess the internal compliance with the foregoing procedures, practices and guidelines.

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Done