Corporate Governance

Audit Committee Procedures

Section 301 of the Sarbanes-Oxley Act of 2002 requires the Audit Committee of Wireless Ronin Technologies, Inc. to establish procedures for:

(A)  the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and

(B)  the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

Issues relating to accounting, internal accounting controls and auditing impact the Company’s reports filed with the SEC and the work of the Audit Committee, which must, among other things, review reports filed with the SEC, approve the inclusion of financial statements in such reports, deal with financial reporting issues and judgments, and consider the adequacy of the Company’s internal controls.  The Company will use the procedure set forth below to provide employees with an avenue to submit complaints regarding non-compliance with an of the Company’s policies and procedures, such as its Code of Business Conduct and Ethics, as well as complaints regarding possible violations of other federal or state laws relating to fraud against shareholders, including without limitation:

  • Fraudulent or negligent accounting

  • Falsification of Company records

  • Insider trading

  • Conflicts of interest

  • Breaches of confidentiality

  • Violations of antitrust laws

  • Violations of environmental regulations

  • Inappropriate gifts or entertainment

  • Bribes, kickbacks, or improper loans to Company executives

  • Harassment or discrimination

  • Safety or security hazards

  • Commission or possible commission of criminal offenses

Accordingly, the following procedures are hereby adopted:

1.           The Audit Committee shall receive and retain complaints received by the Company regarding auditing matters, internal accounting controls, violations of the Company’s policies and procedures, as well as complaints regarding possible violations of law.  Such complaints may be received in writing via hard copy or via email directly by the Audit Committee from a complaining person or, if received initially by an employee of the Company or a director of the Company, such complaints shall be transmitted to the Audit Committee.  All such complaints shall be logged in by date and a file should be maintained by the Audit Committee containing each complaint, all documents and summaries relating to an investigation or inquiry concerning the complaint, together with the name of the complaining party, unless the complaint is by an employee requesting anonymous treatment.

2.           Any employee of the Company shall have the right to submit to the Audit Committee any concern regarding questionable auditing practices, internal accounting controls, violations of the Company’s policies and procedures, and possible violations of law pertaining to the Company.  Any such submission by an employee may be made in writing, setting forth the nature of the concern regarding questionable auditing practices, internal accounting controls, violations of the Company’s policies and procedures, or possible violations of law, and should provide the name, address and telephone number where the employee may be contacted to facilitate additional questions and provide the Audit Committee with an opportunity to follow-up on the employee’s submission; provided however, any employee may submit to the Audit Committee concerns regarding questionable auditing practices, internal accounting controls, violations of the Company’s policies and procedures, and possible violations of law on an anonymous basis.  All employee submissions to the Audit Committee shall be treated as confidential and shall be maintained in confidential files of the Audit Committee.

3.           The Audit Committee shall promptly review and assess all complaints or employee submissions pursuant to these procedures.  Where a complaint alleges or provides evidence of improper auditing practices, internal accounting controls, violations of the Company’s policies and procedures, or possible violations of law the Audit Committee shall promptly investigate such complaint or submission and report the results of such investigation to the Board of Directors of the Company.

4.           The Audit Committee shall have the authority to confer with Company officers and employees, legal counsel and independent auditors and may engage independent counsel and other advisors as it determines necessary to carry out its duties.  The Company shall provide appropriate funding for the Audit Committee, including payment of fees to independent advisors.

5.           The Company shall notify all employees of the Company regarding the adoption of these procedures and shall communicate the following in writing to all employees:

“EMPLOYEE COMPLAINTS REGARDING QUESTIONABLE ACCOUNTING OR AUDITING MATTERS

Wireless Ronin Technologies, Inc. has established a procedure by which confidential complaints involving the Company’s accounting, internal accounting controls, auditing matters, violations of the Company’s policies and procedures, as well as complaints regarding possible violations of law may be submitted anonymously by employees to the Company’s Audit Committee.  Complaints submitted through this confidential process that involves concerns by employees regarding questionable auditing practices, internal accounting controls, violations of the Company’s policies and procedures, or possible violations of law pertaining to the Company should be presented in writing to the Company’s Audit Committee.  Attached to this notice is a form which employees may use to submit concerns regarding such questionable practices.  All such submissions by employees will be maintained in a confidential file and will be reviewed and addressed by the Company’s Audit Committee.

It is the Company’s policy to comply with all applicable laws that protect employees against unlawful discrimination or retaliation as a result of their lawfully reporting information regarding, or their participation in investigations involving, corporate fraud or other violations by the Company or its agents of federal or state law.  This policy prevents any employee from being subject to disciplinary or retaliatory action by the Company or any of its employees or agents as a result of (1) the employee disclosing or submitting information to a government or law enforcement agency, or the Company’s Audit Committee, where the employee has a reasonable belief that a violation or possible violation of federal or state law has occurred or is occurring, or (2) an employee providing information or assistance in an investigation or proceeding regarding any conduct that the Company reasonably believes involves a violation of federal or state law.”