Sec Form 20-F - Registration Statement/annual Report/transition Report/shell Company Report Page 51
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69(3)
Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level
of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that
can reasonably be expected to be raised by the registrant’s financial statements, or experience actively
supervising one or more persons engaged in such activities;
(4)
An understanding of internal controls over financial reporting;
(5)
An understanding of audit committee functions.
(c)
A person shall have acquired such attributes through:
(1)
Education and experience as a principal financial officer, principal accounting officer, controller, public
accountant or auditor or experience in one or more positions that involve the performance of similar functions;
(2)
Experience actively supervising a principal financial officer, principal accounting officer, controller, public
accountant, auditor or person performing similar functions;
(3)
Experience overseeing or assessing the performance of companies or public accountants with respect to the
preparation, auditing or evaluation of financial statements; or
(4)
Other relevant experience.
(d)
Safe Harbor
(1)
A person who is determined to be an audit committee financial expert will not be deemed an “expert” for any
purpose, including without limitation for purposes of section 11 of the Securities Act of 1933 (15 U.S.C. 77k),
as a result of being designated or identified as an audit committee financial expert pursuant to this Item 16A.
(2)
The designation or identification of a person as an audit committee financial expert pursuant to this Item 16A
does not impose on such person any duties, obligations or liability that are greater than the duties, obligations
and liability imposed on such person as a member of the audit committee and board of directors in the absence
of such designation or identification.
(3)
The designation or identification of a person as an audit committee financial expert pursuant to this Item 16A
does not affect the duties, obligations or liability of any other member of the audit committee or board of directors.
Instructions to Item 16A:
1.
Item 16A applies only to annual reports, and does not apply to registration statements, on Form 20-F.
2.
If a person qualifies as an audit committee financial expert by means of having held a position described in paragraph (c)(4)
of this Item, the registrant shall provide a brief listing of that person’s relevant experience. Such disclosure may be made by
reference to disclosures required under Item 6.A.
3.
In the case of a foreign private issuer with a two-tier board of directors, for purposes of this Item 16A, the term board of directors
means the supervisory or non-management board. In the case of a foreign private issuer meeting the requirements of 17 CFR
240.10A-3(c)(3), for purposes of this Item 16A, the term board of directors means the issuer’s board of auditors (or similar
body) or statutory auditors, as applicable. Also, in the case of a foreign private issuer, the term generally accepted accounting
principles in paragraph (b)(1) of this Item means the body of generally accepted accounting principles used by that issuer
in its primary financial statements filed with the Commission.
Item 16B.
Code of Ethics.
(a)
Disclose whether the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer,
principal financial officer, principal accounting officer or controller, or persons performing similar functions. If the
51
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