All members of these committees, other than Mr. Prior, are independent as defined in applicable Nasdaq rules.
Audit Committee
During 2021, the Audit Committee met eight times, including several sessions at such meetings without members of management or the Company’s independent auditors. Our Audit Committee operates under a written charter that satisfies the applicable standards of Nasdaq and is available on our website at ir.atni.com. The functions of the Audit Committee include:
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Appointing, approving the compensation of, evaluating and overseeing our independent auditor;
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Reviewing with our independent auditor the plan and scope of the audit, its status during the year and any recommendations the independent auditor may have for improving or changing the audit and control environment;
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Pre-approving the services provided by our independent auditor;
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Overseeing the Company’s internal audit department and its review and testing of the Company’s internal control policies, systems and procedures;
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Discussing with management and our independent auditor the adequacy of internal accounting and financial controls and, if deemed necessary or appropriate, discussing with each of them, independently of the other, any recommendations on matters that any of them considers to be of importance;
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Reviewing our accounting principles, policies and practices and financial reporting policies and practices;
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Reviewing our Code of Ethics, the Audit Committee Charter, the Internal Audit Department Charter and any other relevant Company policies and overseeing other compliance matters;
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Reviewing and evaluating the effectiveness of the Company’s risk assessment and risk management policies and processes, including with respect to cyber security and environmental risks, and reporting to the Board thereon;
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Reviewing and, if appropriate, approving related party transactions entered into by the Company;
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Reviewing, prior to publication or filing, our annual audited financial statements, quarterly earnings releases and the disclosures that are to be included in our reports on Form 10-Q and Form 10-K, as well as such other information as the Committee deems desirable; and
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Undertaking other duties as assigned by our Board.
Our Board has determined that each current member of the Audit Committee meets the financial literacy requirements of Nasdaq. It has also determined that Ms. Lenehan, who is currently the Chair of the Audit Committee, qualifies as an “audit committee financial expert” under the rules of the SEC and meet the financial sophistication requirements of Nasdaq. In addition, our Nominating and Corporate Governance Committee has determined that each of the current members of our Audit Committee is independent under applicable Nasdaq and SEC rules for audit committee members.
Compensation Committee
The Compensation Committee met three times during 2021 and once in 2022 to discuss executive compensation for the 2021 year, and the Chair of the Compensation Committee met several times with the Chief Executive Officer as well. Our Compensation Committee operates under a written charter that satisfies the applicable standards of Nasdaq and is available on our website at ir.atni.com. The functions of the Compensation Committee include:
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Reviewing and determining the compensation of our Chief Executive Officer and our other executive officers;
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Reviewing with the Chief Executive Officer the compensation of the managers of the Company’s key operating units;