Initial Public Offering (IPO): Pre-Effective Amendment to Registration Statement (General Form) — Form S-1
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-1/A Brightstar Corp. Form S-1 HTML 1.51M
2: EX-1.1 Form of Underwriting Agreement 47 192K
3: EX-10.47 Audit and Compliance Committee Charter of 5 21K
Brightstar Corp.
4: EX-10.48 Nominating and Corporate Governance Comittee 2 11K
Charter of Brightstar Corp.
5: EX-10.49 Compensation Committee Charter of Brightstar Corp. 2 10K
6: EX-10.57 Stock Purchase Agreement 26 110K
7: EX-10.58 Business Collaberation Agreement 9 32K
8: EX-21 List of Subsidiaries of Brightstar Corp. 1 9K
9: EX-23.2 Consent of Deloitte & Touche LLP 1 7K
EX-10.47 — Audit and Compliance Committee Charter of Brightstar Corp.
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EXHIBIT 10.47
BRIGHTSTAR CORP.
AUDIT AND COMPLIANCE COMMITTEE CHARTER
PURPOSE
The main function of the Audit and Compliance Committee (the "Audit Committee")
of the Board of Directors (the "Board") of Brightstar Corp. ("Brightstar") is to
oversee Brightstar's accounting and financial reporting processes, internal
systems of control, independent auditor relationships and audits of Brightstar's
consolidated financial statements. The Audit Committee is also responsible for
determining the appointment of Brightstar's independent auditors and any change
in that appointment, and for ensuring the auditors' independence.
In carrying out Audit Committee functions, the Audit Committee must maintain
free and open communication with Brightstar's independent auditors and
Brightstar's management.
APPOINTMENT AND MEMBERSHIP REQUIREMENTS
The Audit Committee shall be made up of at least three (3) independent members
of the Board. Audit Committee members are appointed by the Board upon
recommendation of the Nominating and Governance Committee of the Board. The
Board decides the Audit Committee's exact number and can at any time remove or
replace an Audit Committee member. The Board will also make all determinations
regarding satisfaction of the membership requirements described below.
The Audit Committee will comply with all applicable provisions of the
Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and the rules and
regulations of the Securities and Exchange Commission (the "SEC") and The Nasdaq
Stock Market ("Nasdaq"), including those related to independence.
At least one (1) member of the Audit Committee must have past employment
experience in finance or accounting, or comparable experience or background
which results in financial sophistication. Having been a CEO, CFO or other
senior officer with financial oversight, responsibilities, for instance, would
qualify a member of the Audit Committee.
Each member of the Audit Committee must be able to read and understand
fundamental financial statements, including Brightstar's balance sheet, income
statement and cash flow statement.
RESPONSIBILITIES
The Audit Committee's main responsibility is to oversee Brightstar's financial
reporting process (including Brightstar's systems of internal controls) and
report the Audit Committee's findings to the Board. The Audit Committee believes
that Brightstar's policies and procedures should remain flexible in order to
best react to changing conditions and circumstances. The following list includes
the Audit Committee's main recurring processes in carrying out its
responsibilities. This list is intended as a guide, with the understanding that
the Audit Committee can supplement it as appropriate, consistent with the
requirements of the SEC and Nasdaq.
1) HIRING AND SELECTION OF AUDITORS. The Audit Committee will directly
appoint, retain and compensate Brightstar's independent auditors. These
independent auditors will report directly to, and be responsible to, the
Audit Committee.
2) APPROVAL OF AUDIT AND NON-AUDIT SERVICES. The Audit Committee will decide
what services will be performed by the independent auditors and approve in
advance all the services they provide. However, pre-approval is not required
for services other than audit, review or attest services if:
1. The total amount of all these services provided to Brightstar is
less than or equal to [FIVE] percent ([5]%) of the total amount of
money paid by Brightstar to its independent auditors during the
fiscal year in which the non-audit services are provided;
2. The services were not recognized by Brightstar at the time of the
engagement to be non-audit services; and
3. The services are promptly brought to the Audit Committee's attention
and approved prior to the completion of the audit.
Alternatively, the Audit Committee can engage the independent auditors with
pre-approved policies and procedures, provided that the policies and
procedures are detailed as to the particular services and the Audit Committee
is informed of such service.
3) AUDITOR INDEPENDENCE. The Audit Committee is responsible for making sure
it reviews at least annually a formal written statement explaining all
relationships between the outside auditors and Brightstar and its
subsidiaries, consistent with Independence Standards Board Standard 1. The
Audit Committee will maintain an active dialogue with the independent
auditors, covering any disclosed relationships or services that may impact
their objectivity and independence. [THE AUDIT COMMITTEE WILL REVIEW THE
INDEPENDENT AUDITORS' PEER REVIEW, WHICH IS CONDUCTED EVERY [THREE] ([3])
YEARS.] The Audit Committee will review all proposed hires by Brightstar or
its subsidiaries of individuals formerly employed by the independent
auditors. The Audit Committee will take, or recommend to the Board that it
take, appropriate actions to oversee the independence of Brightstar's outside
auditors.
4) OVERSIGHT OF AUDITORS; AUDIT PLAN. The Audit Committee will be responsible
for oversight of the auditors' work and Brightstar's relationship with its
independent auditors. The Audit Committee will discuss with the independent
auditors the overall scope and plans for their audits and other financial
reviews, including the adequacy of staffing, compensation and resources. The
Audit Committee will be responsible for reviewing and resolving any
disagreements between Brightstar's management and the independent auditors
regarding financial controls or financial reporting.
5) INTERNAL CONTROLS; RISK ASSESSMENT. The Audit Committee will discuss with
management and the independent auditors the design, implementation, adequacy
and effectiveness of Brightstar's internal controls, including Brightstar's
system to monitor and manage business risk, legal and ethical compliance
programs and financial reporting. The Audit Committee also will meet
separately with the independent auditors, with and without management
present, to discuss the results of their examinations. The Audit Committee
will provide oversight over the system of internal controls, relying upon
management's and the independent auditors' representations and assessments
of, and recommendations regarding, the controls. The Audit Committee will
review disclosures regarding Brightstar's internal controls the inclusion of
which is required in SEC reports.
6) QUARTERLY AND ANNUAL FINANCIAL STATEMENTS. The Audit Committee will review
and discuss the annual audited financial statements and quarterly financial
statements with management and the independent auditors, including any
disclosures under the management's discussion and analysis sections of
Brightstar's SEC reports and any disclosures regarding critical accounting
estimates that Brightstar may make. The Audit Committee will be responsible
for making a recommendation to the Board as to whether Brightstar's annual
audited financial statements should be included in Brightstar's annual report
on Form 10-K.
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7) PROXY REPORT. The Audit Committee will prepare any report required to be
prepared by it for inclusion in any proxy statement of Brightstar under SEC
rules and regulations.
8) EARNINGS ANNOUNCEMENTS. The Audit Committee will review, and discuss with
management and Brightstar's independent auditors, Brightstar's quarterly
earnings announcements, and other public announcements regarding
Brightstar's results of operations.
9) CRITICAL ACCOUNTING POLICIES. The Audit Committee will obtain, review and
discuss reports from the independent auditors about:
o all critical accounting policies and practices which Brightstar will
use, and the qualities of those policies and practices;
o all alternative treatments of financial information within generally
accepted accounting principles that the auditors have discussed with
management officials of Brightstar, ramifications of the use of these
alternative disclosures and treatments, the treatment preferred by the
independent auditors and the reasons for favoring that treatment; and
o other material written communications between the independent auditors
and Brightstar management, such as any management letter or schedule of
unadjusted differences.
The Audit Committee will also discuss with the independent auditors and then
disclose those matters whose disclosure is required by SAS 61, including any
difficulties the independent auditors encountered in the course of the audit
work, any restrictions on the scope of the independent auditors' activities
or on their access to requested information, and any significant
disagreements with management.
10) CEO, CFO AND INDEPENDENT AUDITORS CERTIFICATIONS. The Audit Committee
will review the CEO and CFO disclosure and certifications under Sections 302
and 906 of the Sarbanes-Oxley Act and discuss with management the basis for
their conclusions. The Audit Committee will also review the independent
auditors' certifications under Section 404 of the Sarbanes-Oxley Act and
discuss with the independent auditors the basis for their conclusions.
11) RELATED PARTY TRANSACTIONS. The Audit Committee will review and approve
all related party transactions. The term "Related party transactions" is
defined in Regulation S-K of the Securities Act of 1933, as amended, and in
SEC guidance relating to the management's discussion and analysis section of
SEC reports.
12) ANONYMOUS COMPLAINT HANDLING PROCESS. The Audit Committee will have
responsibility for establishment and oversight of processes and procedures
for (a) the receipt, retention and treatment of complaints about accounting,
internal accounting controls or audit matters and (b) confidential and
anonymous submissions by employees concerning questionable accounting,
auditing and internal control matters. All such relevant complaints and
submissions must be reported to the Audit Committee.
13) ABILITY TO INVESTIGATE; RETENTION OF ADVISORS. The Audit Committee has
the power to investigate any matter brought to its attention, with full
access to all Brightstar books, records, facilities and employees. The Audit
Committee also has the power to retain independent counsel or other experts
and advisors, and the Audit Committee will have funding sufficient for this
purpose and the power to use such funding to compensate its counsel, experts
and advisors.
14) REVIEW OF CHARTER, CODE OF ETHICS, CODE OF CONDUCT AND POLICY
STATEMENTS; REGULATORY MATTERS. The Audit Committee will review and reassess
the adequacy of this charter at least once a year. Every year, the Audit
Committee will submit this charter for approval by the Board. In addition,
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the Audit Committee will review, approve and monitor Brightstar's code of
ethics for its senior officers, including disclosure to the Board of any
exceptions to the code of ethics. The Audit Committee will also review
adherence to Brightstar's code of conduct and policy statements to determine
compliance with the Foreign Corrupt Practices Act and other applicable laws
and regulations. Legal and regulatory matters that may have a material
effect on Brightstar's financial statement must be reviewed by the Audit
Committee.
It is NOT the Audit Committee's responsibility to prepare and certify
Brightstar's financial statements, to guarantee the independent auditors'
report, or to guarantee other disclosures by Brightstar. These are the
fundamental responsibilities of management and the independent auditors. The
Audit Committee members are not full-time Brightstar employees and do not
perform the functions of auditors and accountants.
RESTRICTIONS ON INDEPENDENT AUDITORS SERVICES
Brightstar's independent auditors cannot perform any of the following services
for Brightstar:
o [BOOKKEEPING OR OTHER SERVICES RELATED TO BRIGHTSTAR'S ACCOUNTING
RECORDS OR FINANCIAL STATEMENTS;
o FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION;
o APPRAISAL OR VALUATION SERVICES, FAIRNESS OPINIONS OR
CONTRIBUTION-IN-KIND REPORTS;
o ACTUARIAL SERVICES;
o INTERNAL AUDIT OUTSOURCING SERVICES;
o MANAGEMENT OR HUMAN RESOURCES FUNCTIONS;
o BROKER OR DEALER, INVESTMENT ADVISER OR INVESTMENT BANKING SERVICES;
o LEGAL SERVICES AND EXPERT SERVICES UNRELATED TO THE AUDIT; AND
o ANY OTHER SERVICE THAT THE PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD
DETERMINES, BY REGULATION, WOULD IMPAIR THE INDEPENDENCE OF BRIGHTSTAR'S
AUDITORS.]
COMPENSATION
The Board determines the amount of any fees, if any, that Audit Committee
members receive for their services. These fees can include retainers or per
meeting fees. Audit Committee members cannot receive any compensation from
Brightstar except the fees they receive for their services as members of the
Board or any committee of the Board, and except for reimbursement of their
expenses.
MEETINGS AND MINUTES
The Audit Committee will meet at least [FOUR] ([4]) times each year, and will
keep minutes of each meeting. The Audit Committee decides when and where it will
meet, and must deliver a copy of this schedule in advance to the Board.
Unless the Board or this Charter provides otherwise, the Audit Committee can
make, alter or repeal rules for the conduct of its business. In the absence of
these rules, the Audit Committee will conduct its business in the same way the
Board conducts its business.
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DELEGATION OF AUTHORITY; CHAIR OF AUDIT COMMITTEE
The Audit Committee can delegate to one or more members of the Audit Committee
the authority to pre-approve audit and permissible non-audit services, as long
as this pre-approval is presented to the full Audit Committee at its scheduled
meetings.
The Audit Committee cannot delegate its responsibilities to non-committee
members.
The Audit Committee can appoint a chair of the committee, and can change its
decision regarding who will be chair at any time.
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