EX-99 2 century_app-a.txt AUDIT COMMITTEE CHARTER Century Casinos, Inc. CHARTER AND POWERS OF THE AUDIT COMMITTEE The Audit Committee of the Board of Directors (the "Audit Committee") is a committee of the Board of Directors. Its primary function is to assist the Board in fulfilling its oversight responsibilities by reviewing the financial information, which will be provided to the shareholders and others, the systems of internal controls, which management and the Board of Directors have established, and the audit process. The membership of the Audit Committee shall consist of at least three independent members of the Board of Directors who shall serve at the pleasure of the Board of Directors. Audit Committee members and the Committee Chairman shall be designated by the full Board of Directors. In carrying out its responsibilities, the Audit Committee believes its policies and procedures should remain flexible, in order to best react to changing conditions and to ensure to the directors and shareholders that corporate accounting and reporting practices of the corporation are in accordance with all requirements and are of the highest quality. RESOLVED, that the charter and powers of the Audit Committee shall be: 1. Overseeing that management has maintained the reliability and integrity of the accounting policies and financial reporting and disclosure practices of the Company; 2. Overseeing that management has established and maintained processes to assure that an adequate system of internal control is functioning within the Company; 3. Overseeing that management has established and maintained processes to assure compliance by the Company with all applicable laws, regulations and Company policy; RESOLVED, that the Audit Committee shall have the following specific powers and duties: 1. Holding such regular meetings as may be necessary and such special meetings as may be called by the Chairman of the Audit Committee or at the request of the independent accountants. 2. Creating an agenda for the ensuing year; -------------------------------------------------------------------------------- Page 1 of 3 3. Reviewing the performance of the independent accountants and making recommendations to the Board of Directors regarding the appointment or termination of the independent accountants; 4. Conferring with the independent accountants concerning the scope of their examination of the books and records of the Company and its subsidiaries; directing the special attention of the auditors to specific matters or areas deemed by the Committee or the auditors to be of special significance; and authorizing the auditors to perform such supplemental reviews or audits as the Committee may deem desirable; 5. Reviewing with management and the independent accountants significant risks and exposures, audit activities and significant audit findings; 6. Reviewing the Company's audited annual financial statements and the independent accountants' opinion rendered with respect to such financial statements, including reviewing the nature and extent of any significant changes in accounting principles or the application therein; 7. Reviewing the adequacy of the Company's systems of internal control; 8. Obtaining from the independent accountants their recommendations regarding internal controls and other matters relating to the accounting procedures and the books and records of the Company and its subsidiaries and reviewing the correction of controls deemed to be deficient; 9. Providing an independent, direct communications between the Board of Directors and independent accountants; 10. Reviewing the adequacy of internal controls and procedures related to executive travel and entertainment; 11. Reviewing with appropriate Company personnel the actions taken to ensure compliance with all applicable gaming rules and regulations and the results of confirmations and violations of such rules and regulations. 12. Reviewing the procedures established by the Company that monitor the compliance by the Company with its loan and indenture covenants and restrictions; 13. Reporting through its Chairman to the Board of Directors following the meetings of the Audit Committee; -------------------------------------------------------------------------------- Page 2 of 3 14. Maintaining minutes or other records of meetings and activities of the Audit Committee; 15. Reviewing the charter and powers of the Committee annually and reporting and making recommendations to the Board of Directors on these responsibilities; 16. Conducting or authorizing investigations into any matters within the Audit Committee's scope of responsibilities. The Audit Committee shall be empowered to retain independent counsel, accountants, or others to assist it in the conduct of any investigation. 17. Considering such other matters in relation to the financials affairs of the Company and its accounts, and in relation to the external audit of the Company as the Audit Committee may, in its discretion, determine to be advisable. -------------------------------------------------------------------------------- ------------------------- ------------------------- Erwin Haitzmann Peter Hoetzinger Chairman of the Board Vice-Chairman of the Board ------------------------- ------------------------- James Forbes Gottfried Schellmann Director Director ------------------------- ------------------------- Dinah Corbaci Robert Eichberg Director Director Page 3 of 3