PCAOB) regarding independent accountants communications with the audit committee concerning independence.
3.3. Authorize and oversee independent counsel. Appoint and approve compensation for independent counsel and advisors, including legal, accounting and other experts, as deemed necessary, to obtain clarifications and opinions on the financial statements, litigation and any other matters as
considered necessary.
3.4. Audit Plan. Meet with the independent auditors and financial management of the Company to review the scope of the proposed external audit for the current fiscal year and the audit procedures to be utilized and, at the conclusion of the audit, review any comments or
recommendations of the independent auditors. As part of the audit plan, the Committee shall review the process of assessing the risk of fraudulent financial reporting in any material respect, and the procedures that the independent auditors plan to undertake in the audit. Confirm that the lead audit
partner, or the lead audit partner responsible for reviewing the audit, for the Companys independent auditors has not performed audit services for the Company for each of the five previous fiscal years. Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a
policy of rotating independent auditors on a regular basis.
3.5. Approve non-audit services provided by independent auditors. Approve in advance all non-audit services provided by the independent auditor. Designate at least one member for approval of non-audit services and ratify such approval at the Audit Committee meeting immediately
following the approval. Ensure that the Company publicly discloses approval for non-audit services in its periodic reports.
3.6. Internal Accounting Controls. Review with the independent auditors and the Companys financial and accounting management the adequacy and effectiveness of the internal auditing, accounting and financial controls of the Company, and elicit any recommendations for improvement of
the internal control procedures or particular areas where new or more detailed controls or procedures may be desirable. Discuss guidelines and policies and govern the process by which risk assessment and management are undertaken.
3.7. Auditors Internal Quality Control. At least annually, obtain and review an annual report from the independent auditors describing (i) the independent auditors internal quality control procedures and (ii) any material issues raised by the most recent internal quality control review, peer
review or PCAOB review of the independent auditors, or by any inquiry or by investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with such issues.
3.8. Accounting Principles. Meet with financial management of the Company concerning any proposed changes in accounting principles of the Company and, subject to review with independent auditors, approve such changes.
3.9. Related Party Transactions. Review and approve all related party transactions with the Companys directors and officers.
3.10. Code of Ethics. Review, approve and oversee the Companys policy statements on ethical corporate conduct and determine whether the views of the Board are sufficiently detailed in the Companys formal Code of Ethics.
3.11. Communication. Establish open channels of communication such that the Companys employees can confidentially and anonymously express their concerns over accounting, internal control or auditing matters. Nominate one director who will receive such concerns. Employees may
communicate with the Committee without fear of retaliation or liability for any use of the information provided.
3.12. Proxy Report. Prepare the Audit Committee report to be included in the Companys annual proxy statement, as required by the SEC.
3.13. Internal Audit Function. Review the internal audit function of the Company, including proposed programs for the current year and the coordination of such programs with the independent
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auditors, with particular attention to maintaining the most effective balance between independent and internal auditing resources.
3.14. Operating Results. Review, prior to each Committee meeting but no less than quarterly, a summary of the Companys financial results compared to plan and a revised forecast for the balance of the fiscal year provided by financial management.
3.15. Review year-end and quarterly financial statements. Review, prior to release, quarterly unaudited and annual audited financial statements, and MD&A, with management and the Companys independent auditors. Review of the year-end financial statements shall be accompanied by an
explanation from management of all significant fluctuations in balance sheet and income statement line items compared to the preceding fiscal year and to plan. The Committee shall review the disclosures contained in the financial statements with the independent auditors to determine that the
independent auditors are satisfied with such disclosures and the content of the financial statements to be presented to the shareholders. The Committee shall discuss with management, the press releases and earnings guidance provided to analysts and rating agencies although such discussions need not
occur prior to the release or guidance.
3.16. Review periodic reports. Review and discuss with the management and the independent auditors the SEC filings made by the Company and other published documents containing the Companys financial statements, with attention to whether the information contained in these
documents is consistent with the information contained in the financial statements.
3.17. Accounting Accruals. Inquire of financial management of the Company about the existence and substance of any significant accounting accruals, reserves or estimates made by management that had a material impact on the financial statements.
3.18. Private Consultation with Independent Auditors. Make available the independent auditors for private consultation at all meetings of the Committee; the independent auditors should be encouraged by the Committee to evaluate the Companys financial, accounting and auditing personnel,
and describe the level of cooperation that the independent auditors received during the course of the audit. Review all critical accounting policies and practices to be used; discuss with the independent auditors all alternative treatments and disclosures of financial information within accounting principles
generally accepted in the United States of America (GAAP), that have been discussed with management, their ramifications and the treatment preferred by the independent auditors; and all other material written communication between the independent auditors and the management. Ensure that
independent auditors periodically submit formal written statements (consistent with the applicable requirements of the PCAOB regarding independent accountants communications with the audit committee concerning independence) delineating all relationships between the auditor and the Company and
discuss any disclosed relationships or services that may impact, or appear to impact, the objectivity and independence of the auditor and recommend that the Board take appropriate action regarding the auditors independence. Discuss with the independent auditor matters required to be discussed by
Statement of Auditing Standards No. 61 relating to the conduct of the audit.
3.19. Hiring employees of the Independent Auditor. Set clear hiring policies for employees or former employees of the independent auditors.
3.20. Review of Legal Matters. Meet at least annually with the appropriate officer of the Company and, if applicable or appropriate in the Committees judgment, outside counsel, to review compliance with the Companys Code of Ethics and other policies and procedures, to discuss legal
matters that may have a significant impact on the Companys financial statements and to review legal compliance matters including security trading policies. The Committee shall cause to be made an investigation into any matter brought to its attention within the scope of its duties, with the power to
retain outside counsel for this purpose if, in its judgment, conduct of such an investigation is appropriate.
3.21. Income Tax Matters. Review once annually the open years on federal income tax returns, whether there are significant items that have been or might be disputed by the IRS, and inquire as to the status of the related tax reserves.
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3.22. Minutes. Submit minutes of all the meetings of the Committee to the Companys Board.
3.23. Letter from Audit Committee Chairman. Submit once annually, at or about the time of the Companys Annual Meeting of Shareholders, a letter from the Committee Chairman setting forth to the Board a summary of the Committees responsibilities and activities.
3.24. Qualified Legal Compliance Committee. The Committee shall serve as the Companys Qualified Legal Compliance Committee (QLCC) within the meaning of and in accordance with 17 CFR Part 205. In such capacity, the Committee shall meet only as and when required to discharge
its QLCC responsibilities.
In its capacity as the QLCC, the Committee shall:
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Establish written procedures for the confidential receipt, retention and consideration of reports to the Committee by the appropriate officer of the Company or the Companys reporting attorneys that credible evidence of a material violation of an applicable United States federal or state securities
law, a material breach of fiduciary duty arising under United States federal or state law or at common law, or a similar material violation of any United States federal or state law by the Company or its subsidiaries or by any officer, director, employee or agent of the Company or its subsidiaries
has occurred, is ongoing or is about to occur (each, a Material Violation). |
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Inform the appropriate officer of the Company, the Companys Chief Executive Officer and the Companys Chairman of the Board of any evidence of a Material Violation that is reported to the Committee (unless the Committee reasonably believes that it would be futile to report such evidence
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Determine whether an investigation is necessary regarding any evidence of a Material Violation that is reported to the Committee by the appropriate officer of the Company or reporting attorneys. |
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If the Committee determines an investigation is necessary or appropriate in relation to a report of evidence of a Material Violation: (i) notify the Board; (ii) initiate an investigation, which may be conducted either by the appropriate officer of the Company or by outside attorneys; and (iii) retain
such additional expert personnel as the Committee deems necessary. At the conclusion of any such investigation: (i) recommend to the Board, by majority vote, that the Company implement an appropriate response to the evidence of a Material Violation; and (ii) inform the appropriate officer of
the Company, the Companys Chief Executive Officer, the Companys Chairman of the Board and the Companys Board of Directors of the results of any such investigation and the appropriate remedial measures to be adopted. |
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Acting by majority vote, take all other appropriate actions to respond to evidence of a Material Violation that is reported to the Committee by the appropriate officer of the Company or reporting attorney, including the authority to notify the Securities and Exchange Commission in the event
the Company fails in any material respect to implement the appropriate response that the Committee has recommended the Company to take.
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April 2015
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Trans World Entertainment Corporation |
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IMPORTANT ANNUAL MEETING
INFORMATION |
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Electronic Voting Instructions |
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Available 24 hours a day, 7 days a week! |
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Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. |
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VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. |
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Proxies submitted by the Internet or telephone must be received by
1:00 a.m., Eastern Standard Time, on July 1, 2015.
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Vote by Internet |
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Go to www.envisionreports.com/TWMC |
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Or scan the QR code with your smartphone |
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Follow the steps outlined on the secure website |
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Vote by telephone |
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Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone |
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Follow the instructions provided by the recorded message |
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There is NO CHARGE for this call |
Using a black ink pen, mark your votes with an X as shown in this example. Please
do not write outside the designated areas. |
x |
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Annual Meeting Proxy Card |
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▼ IF
YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE
ENCLOSED ENVELOPE. ▼
A Proposals
— The Board of Directors recommends a vote FOR all the nominees listed.
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Election of Directors: |
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For |
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For |
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01 - Robert J. Higgins |
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02 - Martin Hanaka |
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03 - Robert Marks |
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04 - Dr. Joseph Morone |
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05 - Michael Nahl |
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06 - Michael Solow |
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2. |
In their discretion, the Proxies are authorized to vote upon all |
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other matters that properly may be presented at the meeting.
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B Non-Voting Items
Change of Address — Please print your
new address below. |
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Comments — Please print your comments
below. |
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Meeting Attendance |
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Mark the box to the right |
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if you plan to attend the |
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Annual Meeting. |
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C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below
Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.
Date (mm/dd/yyyy) — Please print date below. |
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Signature 1 — Please keep signature within the box. |
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Signature 2 — Please keep signature within the box. |
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If voting by mail, you must complete Sections A & C and mail in the provided envelope.
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1 U P X |
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022P6A |
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IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM
PORTION IN THE ENCLOSED ENVELOPE. ▼
Proxy — Trans World Entertainment Corporation
Notice of 2015 Annual Meeting of Shareholders
Albany Country Club
300 Wormer Road
Voorheesville, NY 12186
Proxy Solicited by Board of Directors for Annual Meeting —
July 1, 2015
Robert J. Higgins and Edwin J. Sapienza, or any of them (each,
a “Proxy” and together the “Proxies”), each with the power of substitution, are hereby authorized to
represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally
present, at the Annual Meeting of Stockholders of Trans World Entertainment Corporation to be held on July 1, 2015 or at any
postponement or adjournment thereof.
Shares represented by this proxy will be voted as directed herein.
If no such directions are indicated, the Proxies will have authority to vote FOR Item 1.
In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
(Items to be voted appear on reverse side.)
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