Sajan, Inc. and Its Subsidiaries. Audit Committee Charter. As of August 1, 2014

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1 Sajan, Inc. and Its Subsidiaries Audit Committee Charter As of August 1, 2014 I. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Sajan, Inc. (the Company ) is to assist the Board in fulfilling its general oversight responsibilities by: A. Reviewing the financial reports and other financial information provided by the Company to any governmental body or the public; B. Overseeing the Company s systems of internal controls that management and the Board have established; C. Determining the independence, qualifications and performance of the Company s external auditor and the performance of the internal auditors; D. Overseeing the Company s compliance with legal and regulatory requirements; and E. Overseeing the Company s auditing, accounting and financial reporting processes generally. The Company s management is responsible for the preparation, presentation and integrity of the Company s financial statements, accounting and financial reporting principles and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Company s independent registered public accounting firm is responsible for performing an independent audit of the financial statements of the Company in accordance with generally accepted auditing standards. The Committee serves a Board-level oversight role in which it provides advice, counsel and direction to the Company s management and independent registered public accounting firm on the basis of the information it receives, discussions with management and the independent registered public accounting firm and the experience of the Committee s members in business, financial and accounting matters. II. COMPOSITION The Committee shall be comprised of three or more directors, one of whom shall serve as Chairperson. Except as otherwise permitted by the applicable rules of NASDAQ, each member of the Committee shall be an independent, non-officer director determined by the Board to be free of any relationship that, in the opinion of the Board, would interfere with the exercise of his or her independent judgment as a member of the Committee. Committee members shall otherwise meet any applicable audit committee membership requirements of the Securities and

2 Exchange Commission (the SEC ) and NASDAQ, as such requirements may be modified or supplemented from time to time. At least one member of the Committee shall qualify as a financial expert (as defined by the SEC and NASDAQ) in accordance with the requirements of the SEC and NASDAQ, as such requirements may be modified or supplemented from time to time. The members of the Committee shall be nominated by the Governance and Nominating Committee and appointed by the Board and shall serve until their successors are duly elected and qualified or until their earlier death, removal or resignation from the Committee. Members serve at the pleasure of the Board. The Chairperson of the Committee shall also be nominated by the Governance and Nominating Committee and designated by the Board. III. MEETINGS A. The Committee shall meet in person or via remote communication at least quarterly and more frequently as circumstances dictate. A majority of the members of the Committee shall constitute a quorum. The Committee shall act on the affirmative vote of a majority of members present at a meeting at which a quorum is present. The Committee may meet by conference telephone, video conference or other communications equipment by means of which all persons participating in the meeting can hear each other. The Committee also may take actions by written consent signed by all members of the Committee. The Chairperson will preside, when present, at all meetings of the Committee. B. As the Committee deems appropriate, the Committee may meet privately in separate sessions with the Company s executive management, including its principal financial officer and principal accounting officer, and/or the independent registered public accounting firm, and/or the Company s internal auditor, and as a committee to discuss any matters that the Committee or any of these individuals or groups believes should be discussed. IV. RESPONSIBILITIES AND DUTIES To fulfill its responsibilities and duties, the Committee shall: A. Financial Statements and Reports. 1. Review and discuss with the Company s management and the independent registered public accounting firm the annual audited financial statements, including the Company s Management Discussion and Analysis disclosures and other matters required to be reviewed under applicable legal, regulatory, SEC or NASDAQ requirements, before such statements and disclosures are filed with the SEC or released. The review should include a discussion with management and the independent registered public accounting firm of significant issues regarding critical accounting estimates, principles, practices and judgments. Before releasing or filing the Company s annual financial statements, the Committee shall (a) - 2 -

3 discuss the conduct and results of the audit with the independent registered public accounting firm out of the presence of management, which shall include a discussion of the matters required to be communicated to audit committees in accordance with applicable accounting and audit standards; and (b) obtain from the independent registered public accounting firm assurance that the audit was conducted in a manner consistent with applicable provisions of securities laws. Based on its review of the annual audited financial statements, the Committee shall determine whether to recommend to the Board that such financial statements be included in the Company s Annual Report on Form 10-K to be filed with the SEC. 2. Review and discuss with the Company s management and the independent registered public accounting firm, the Company s interim financial statements and Quarterly Reports on Form 10-Q before they are filed with the SEC or released. B. Review and discuss with management and the independent registered public accounting firm, as appropriate, press releases regarding financial results and financial information and guidance provided to analysts and to rating agencies as well as other financial information and related reports submitted by the Company to any governmental body or the public, including management certifications as required by the SEC and relevant reports rendered by the independent registered public accounting firm, before such releases, financial information and reports are released or filed with the SEC. C. Discuss with management and/or the independent registered public accounting firm, as the Committee deems appropriate, any audit problems or difficulties, including any restrictions on the scope of work or access to information, and management s response, and the Company s risk assessment and risk management policies, including the Company s financial risk exposures and steps taken by management to monitor and mitigate such exposure. D. Review the Company s financial reporting and accounting standards and principles, significant changes in such standards and principles, significant changes in the application of such standards and principles, key accounting decisions affecting the Company s financial statements and the rationale for the decisions made. E. Review and discuss with internal audit and the Company s Governance and Nominating Committee, as appropriate, the Corporation s internal system of audit and financial controls and the results of internal audits, as the Committee deems appropriate, any audit or testing problems or difficulties, including any restrictions on the scope of work or access to information, and management s response, and the Company s risk assessment and risk management policies, including the Company s financial risk exposures and steps taken in the design of the internal control environment to mitigate such exposure

4 F. Select the independent registered public accounting firm to examine the Company s accounts, controls and financial statements. The Committee shall have the sole authority and responsibility to appoint, retain, evaluate, compensate and oversee the work of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company (including the resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting and approving the proposed discharge of such firm when circumstances warrant). The independent registered public accounting firm shall report directly to the Committee. The Committee shall have the sole authority to approve all audit engagement fees and terms and must pre-approve any audit and permitted non-audit services provided to the Company by the independent registered public accounting firm. The Company s independent registered public accounting firm shall not be engaged to perform activities prohibited from time to time under the Sarbanes-Oxley Act of 2002, the rules of the Public Company Accounting Oversight Board or the SEC. G. Obtain and review, at least annually, a formal written report from the independent registered public accounting firm describing all relationships between the independent registered public accounting firm and the Company, consistent with the applicable audit and attest independence standards. The Committee shall actively engage in discussions with the independent registered public accounting firm regarding any relationships or services that may impact the objectivity and independence of the independent registered public accounting firm and for taking, or recommending that the Board take, appropriate action to oversee the independence of the independent registered public accounting firm. H. Obtain and review, at least annually, a formal written report from the independent registered public accounting firm describing such firm s internal quality-control procedures and any material issues raised within the preceding five years by the such firm s internal quality-control reviews, by peer reviews of the firm or by any governmental or other inquiry or investigation relating to any audit conducted by the firm. The Committee shall also review steps taken by the independent registered public accounting firm to address any findings in any of the reviews described above. I. Oversee the work of the Company s internal audit function, including approval of the internal audit and/or internal control plan submitted by the internal auditor. J. Establish policies for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls and auditing matters and concerns regarding questionable accounting or auditing matters, and for the confidential, anonymous submissions by the Company s employees of such complaints and concerns. The Committee shall also oversee the policy and periodically prepare reports regarding the status and treatment of such complaints and concerns submitted under the policies

5 K. Review and reassess the adequacy of this Charter at least annually, and more frequently as conditions dictate, and propose to the Board any amendments to the Charter as the Committee deems necessary or appropriate. L. Perform an annual self-evaluation of the Committee s performance. M. Establish policies and procedures regarding the hiring of employees or former employees of the Company s independent auditor. N. Assist the Board and the Company s Chief Executive Officer in reviewing candidates for the positions of Chief Financial Officer and Controller of the Company. O. Reports and Records. 1. Submit to the Board a summary of the actions taken at each Committee meeting at the next Board meeting held after each Committee meeting. 2. Prepare and submit to the Board any other summaries or reports requested by the Board. 3. Prepare and maintain minutes of Committee meetings. 4. Prepare and publish an annual Committee report for inclusion in the Corporation s proxy statement. V. ADDITIONAL POWERS AND RESPONSIBILITIES A. The Committee is generally authorized to take such actions and make such determinations and recommendations as are required or advisable to comply with the rules of the SEC and NASDAQ relating to audit committee functions and communications between the Board and the Company s stockholders. B. The Committee shall have the authority to engage and obtain advice and assistance from advisors, including independent or outside counsel, and to approve the fees and other retention terms of any such engagement as it determines necessary or appropriate to carry out its duties, upon unanimous vote by members of the Committee as to the selection of the advisors, including independent or outside counsel, and the specific duties and responsibilities requested of the advisors. All related fees and costs of such advisors, as well as ordinary administrative expenses of the Committee that the Committee determines are necessary or appropriate in carrying out its duties and the fees of the independent registered public accounting firm engaged as described under Article IV, Section G, shall be paid promptly by the Company in accordance with its normal business practices

6 C. The Committee shall perform any other activities consistent with this Charter, the Company s Certificate of Incorporation and Bylaws and governing law as the Committee or the Board deems necessary or appropriate. VI. DELEGATION TO SUBCOMMITTEE The Committee may, in its discretion, delegate some of its duties and responsibilities to a subcommittee of the Committee, which shall consist of a member or members of the Committee and shall be delegated by unanimous vote by the members of the Committee. Originally adopted by the Sajan, Inc. Board of Directors on March 30, 2010, most recently amended on August 1,

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