Effective September 1 2025
Audit Committee Charter
I. Purpose
The purpose of the Audit Committee (the “Committee”) is to assist the Board in its oversight of: (i) the integrity of the Company’s financial statements; (ii) the Company’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence; and (iv) the performance of the Company’s internal audit function and independent auditor.
The Committee’s responsibilities are limited to oversight. The Company’s management is responsible for establishing and maintaining accounting policies and procedures in accordance with generally accepted accounting principles (“GAAP”) and other applicable reporting and disclosure standards and for preparing the Company’s financial statements. The Company’s independent auditors are responsible for auditing and reviewing those financial statements.
II. Composition
The Committee must consist of at least three directors, each of whom must satisfy the independence requirements of the National Association of Securities Dealers Automated Quotations (“NASDAQ”) and the more rigorous independence rules for members of the Audit Committee issued by the Securities and Exchange Commission (the “SEC”). Each Committee member must be financially literate as determined by the Board in its business judgment. In addition, at least one member of the Committee must be a financial expert as defined under SEC rules.
No Committee member may simultaneously serve on the audit committee of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of the member to effectively serve on the Committee and this determination is disclosed in accordance with NASDAQ rules.
Committee members may be removed from the Committee, with or without cause, by the Board. Unless a Chair is designated by the Board, the Committee may designate a Chair by majority vote of the full Committee membership.
III. Meetings, Procedures and Authority
The Committee must meet at least once during each fiscal quarter. The Committee must meet separately, periodically, with management, with the internal auditor (or other personnel responsible for the internal audit function) and with the independent auditor.
The Committee has the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s bylaws that are applicable to the Committee.
The Committee may retain any independent counsel, experts or advisors that the Committee believes to be necessary or appropriate. The Company must provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, for payment of compensation to any advisors employed by the Committee and for payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
The Committee may conduct or authorize investigations into any matters within the scope of the duties and responsibilities delegated to the Committee.
IV. Duties and Responsibilities
Interaction with the Independent Auditor
- Appointment and Oversight. The Committee is directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor (including resolution of any disagreements between Company management and the independent auditor regarding financial reporting) and any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company, and the independent auditor and each such other registered public accounting firm must report directly to the Committee. The Committee, or the
Chair of the Committee, must pre-approve any audit and non-audit service provided to the Company by the independent auditor, unless the engagement is entered into pursuant to appropriate preapproval policies established by the Committee or if such service falls within available exceptions under SEC rules.
- Annual Report on Independence and Quality Control. The Committee must, at least annually, obtain and review a report from the independent auditor describing (a) the auditing firm’s internal quality-control procedures; (b) any material issues raised by the most recent internal quality-control review or peer review of the auditing firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years relating to any independent audit conducted by the auditing firm, and any steps taken to deal with any such issues; and (c) all relationships and services between the independent auditor and the Company in order to assess the independent auditors’ independence.
Annual Financial Statements and Annual Audit
- Audit Problems. The Committee must discuss with the independent auditor any audit problems or difficulties and management’s response.
- Form 10-K Review. The Committee must review and discuss the annual audited financial statements with management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
- Audit Committee Report. The Committee must provide the Company with the report of the Committee with respect to the audited financial statements for inclusion in each of the Company’s annual proxy statements.
Semi-Annual Financial Statements
- Form 1-SA Review. The Committee must review and discuss the semi-annual financial statements with management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Other Duties and Responsibilities
- Review of Earnings Releases. The Committee must discuss the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.
- Risk Assessment and Risk Management. The Committee must discuss the Company’s policies with respect to risk assessment and risk management. The Committee must review and oversee the Company’s compliance with risk management policies and procedures, including, but not limited to, the Code of Business Conduct and Ethics, and, in particular, with respect to cybersecurity, IT and data protection and compliance with applicable laws and rules concerning privacy.
- Hiring of Independent Auditor Employees. The Committee must set clear hiring policies for employees or former employees of the Company’s independent auditor.
- Complaint Procedures. The Committee must establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and for the confidential and anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
- Related-Party Transactions. The Committee must review and approve any proposed related-party transaction in accordance with the Company’s Related-Party Transactions Policy and Procedures.
- Reports to the Board of Directors. The Committee must report regularly to the Board regarding the activities of the Committee.
- Committee Self-Evaluation. The Committee must at least annually perform an evaluation of the performance of the Committee.
- Review of this Charter. The Committee must periodically review and reassess this Charter and submit any recommended changes to the Board for its consideration.
V. Delegation of Duties
In fulfilling its responsibilities, the Committee is entitled to delegate any or all of its responsibilities to a subcommittee of the Committee.
Doc.com Policy for Receipt, Retention, and Treatment of Complaints Regarding Accounting, Internal Accounting Controls, or Auditing Matters (Sarbanes-Oxley Act Section 301(4))
I. Purpose
This policy establishes procedures for the receipt, retention, and treatment of complaints received by Doc.com (the “Company”) regarding accounting, internal accounting controls, or auditing matters, in compliance with Section 301(4) of the Sarbanes-Oxley Act of 2002 (SOX). It also provides mechanisms for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters. The policy aims to promote ethical conduct, ensure accurate financial reporting, and foster a culture of transparency and accountability.
This policy applies to all employees, officers, directors, contractors, and third parties associated with the Company. It is overseen by the Audit Committee of the Board of Directors (the “Audit Committee”).
II. Scope
Complaints and concerns covered under this policy include, but are not limited to:
- Alleged violations of accounting principles or standards.
- Deficiencies or weaknesses in internal accounting controls.
- Fraudulent financial reporting or misappropriation of assets.
- Concerns about auditing practices, including independence of auditors or audit quality.
- Retaliation against individuals who raise such concerns in good faith.
This policy does not cover general human resources issues, workplace disputes, or non-financial matters, which should be directed to the appropriate channels (e.g., HR policies).
III. Reporting Mechanism
The Company provides multiple channels for submitting complaints or concerns to ensure accessibility, confidentiality, and anonymity where desired. Reports may be submitted through:
Hotline: A toll-free, third-party managed hotline available 24/7 at 1-877-354-9972. This allows for anonymous reporting.
- Email: Direct submissions to the Audit Committee Chair at auditcommittee@doc.com.
- Mail: Written complaints sent to the Audit Committee at: Doc.com inc. 169 Madison Ave. suite 15043, New York, NY 10016.
- In-Person: Reports to the Chief Financial Officer (CFO), Chief Compliance Officer, or any Audit Committee member, with options for anonymity preserved where possible.
Employees are encouraged to identify themselves to facilitate investigation, but anonymous submissions will be accepted and treated with the same seriousness. All reports must include sufficient detail to allow for proper assessment, such as dates, individuals involved, and supporting evidence.
IV. Receipt and Initial Handling
- All complaints will be received by designated personnel or third-party administrators trained in SOX compliance.
- Upon receipt, the complaint will be logged in a secure, confidential tracking system with a unique reference number provided to the reporter (if not anonymous).
- Initial screening will be conducted by the Compliance Officer or a designee to determine if the matter falls under SOX Section 301(4). Non-qualifying matters will be redirected appropriately.
- The Audit Committee Chair will be notified promptly of all qualifying complaints.
V. Investigation Procedures
- The Audit Committee will oversee the investigation of all complaints, with authority to delegate to internal teams (e.g., Internal Audit, Legal) or external advisors (e.g., independent counsel or forensic accountants) as needed.
- Investigations will be conducted promptly, impartially, and thoroughly, typically within [insert timeframe, e.g., 30-60 days], depending on complexity.
- Steps may include:
- Interviews with relevant parties.
- Review of documents and records.
- Consultation with experts.
- The identity of the reporter will be protected to the fullest extent possible, and anonymity will be maintained unless disclosure is required by law.
The Audit Committee will receive regular updates on the status and findings of investigations.
VI. Retention of Record
- All complaints, supporting documentation, investigation reports, and resolutions will be retained in a secure, confidential manner for a minimum of [insert period, e.g., 7 years], in accordance with SOX requirements and the Company’s document retention policy.
- Records will be stored electronically or physically in access-restricted systems, with backups to prevent loss.
- Access to records is limited to the Audit Committee, authorized investigators, and legal counsel on a need-to-know basis.
VII. Treatment and Resolution
- Upon completion of the investigation, the Audit Committee will determine appropriate actions, which may include:
- Corrective measures for identified issues (e.g., process improvements, disciplinary actions).
- Reporting to regulatory authorities if required (e.g., SEC).
- Communication of outcomes to the reporter (if not anonymous and feasible without breaching confidentiality).
- No retaliation will be tolerated against individuals who submit complaints in good faith. Any retaliation will result in disciplinary action, up to and including termination.
- If a complaint is found to be made in bad faith (e.g., knowingly false), the submitter may face disciplinary consequences.
VIII. Confidentiality and Non-Retaliation
- All reports will be handled confidentially, with information shared only as necessary for investigation and resolution.
- The Company prohibits retaliation against anyone who raises concerns in good faith or participates in an investigation. Employees are protected under SOX whistleblower provisions, which include remedies for retaliation such as reinstatement and compensation.
IX. Training and Communication
- All employees will receive training on this policy during onboarding and annually thereafter.
- The policy will be communicated via the employee handbook, intranet, and periodic reminders.
The Audit Committee will review and update this policy annually or as needed to ensure ongoing compliance with SOX and best practices.
X. Oversight and Reporting
- The Audit Committee will report to the full Board of Directors on the operation of this policy, including the number and nature of complaints received and resolved.
- Any material changes to the policy require Audit Committee approval.
This policy is effective as of July 31, 2025 and supersedes any prior versions. For questions, contact the Compliance Officer at [insert contact information].
Doc.com is committed to upholding the highest standards of integrity in financial reporting. By adhering to this policy, we ensure compliance with SOX Section 301(4) and protect the interests of our stakeholders.