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Auditor Independence
9.
Be directly responsible for the recommendation to the Board of, appointment of,
compensation, retention, termination and oversight, subject to the requirements of
applicable law, of the work of any outside auditor engaged by Rare Element for the
purpose of preparing or issuing an audit report or performing other audit, review or attest
services. The outside auditors shall report directly to the Committee.
10.
Receive from the outside auditors, review and discuss not less frequently than annually,
a formal written statement delineating all relationships between the outside auditors and
Rare Element, consistent with the Independence Standards Board, Standard No. 1,
regarding relationships and services, which may impact the objectivity and independence
of the outside auditors, and other applicable standards. The statement shall include a
description of all services provided by the outside auditors and the related fees. The
Committee shall actively discuss any disclosed relationships or services that may impact
the objectivity and independence of the outside auditors and take appropriate action
to satisfy itself of the independence of the auditors.
11.
Pre-approve all engagement letters and fees for all auditing services
(including
providing comfort letters in connection with securities underwritings)
and permitted non-
audit services performed for Rare Element or any of its subsidiaries by the outside
auditors, subject to any de minimus exception under Section 10A(i)(1)(B) of the
Exchange Act and any rules promulgated thereunder. Preapproval authority may be
delegated to a Member or a subcommittee, and any such Member or subcommittee shall
report any decisions to the full Committee at its next scheduled meeting. The Committee
shall not approve an engagement of outside auditors to render non-audit services that are
prohibited by applicable law.
12.
Obtain annual assurance from the outside auditors that they (a) have complied with
Section 10A (Audit Requirements), of the Exchange Act and the rules promulgated
thereunder, and (b) know of no violation of Rule 13b2-2 (Representations and Conduct in
Connection with the Preparation of Required Reports and Documents ) of the Exchange
Act having occurred.
13.
Review with the outside auditors, at least annually, the auditors’ internal quality
control procedures and any material issues raised by the most recent internal quality peer
review of the outside auditors.
Internal Control
14.
Review annually the adequacy and quality of Rare Element’s financial and
accounting staff, the need for and scope of internal audit reviews, and the plan, budget
and the designations of responsibilities for any internal audit.
15.
Review the performance and material findings of internal audit reviews.
16.
Review annually, evaluate and discuss with the outside auditors, management and
internal audit, management’s report on internal controls over financial reporting and the
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