Landmark Bancorp : Audit and Risk Committee Charter

Published: 2026-04-23 16:08:16 ET LARK

Published on 04/23/2026 at 04:08 pm EDT

The primary purposes of the Audit and Risk Committee (the "Committee") of the board of directors (the "Board") of Landmark Bancorp, Inc. (the "Company") are to assist the Board in fulfilling its oversight responsibilities with respect to: (1) monitoring the integrity of and overseeing the Company's financial reporting process, audits of the Company's financial statements and reports provided to governmental bodies or the public and systems of internal controls regarding finance, accounting, regulatory and legal compliance; (2) monitoring the independence, qualifications and performance of the Company's independent auditors and internal audit department; (3) providing an avenue of communication among the independent auditors, management, the internal audit department and the Board; and (4) overseeing the Company's enterprise-wide risk management framework and corporate risk function.

The Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and has direct access to the Company's independent auditors as well as anyone in the organization. The Committee has the ability to retain, at the Company's expense, special legal, accounting or other consultants or experts deemed necessary in the performance of its duties. The Committee shall be provided with appropriate funding for payment of compensation to the auditors, compensation to advisors and ordinary administrative expenses.

The Committee shall be comprised of three or more directors, each of whom shall be independent directors, free from 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, and each of whom shall satisfy the independence requirements of the Nasdaq Stock Market and the Securities and Exchange Commission ("SEC").

All members of the Committee shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements and understand key business and financial risks, related controls and control processes. At least one member of the Committee shall have accounting or related financial management expertise. The Committee shall inform the full Board on an annual basis whether the Committee believes that a member of the Committee possesses accounting or related financial management expertise sufficient to qualify as an "audit committee financial expert" as defined by the rules and regulations of the SEC. Committee members shall be appointed by the Board, and the Board shall evaluate member independence and financial sophistication. Committee members shall not simultaneously serve on the audit committees of more than two other public companies. If a Committee Chair is not designated or present, the members of the Committee may designate a Chair by majority vote of the Committee's membership.

The Committee shall meet at least once quarterly, or more frequently as circumstances dictate. The Committee Chair shall prepare and/or approve an agenda in advance of each meeting. The Committee should meet in executive session at each Committee meeting and at least annually with management, the director of the internal audit department and the independent auditors to discuss any matters that the Committee or each of these groups believe should be discussed. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary. In addition to the minimum required meetings or other special meetings, the Committee may approve matters by unanimous written consent, including by electronic transmission. In addition, the Committee, or at a minimum its Chair, should communicate with management, the internal audit department and the independent auditors at least quarterly to review the Company's financial statements and significant findings based upon the auditors' limited review procedures. The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate. The Committee shall periodically report on its meetings and other activities to the Board and shall keep accurate minutes of its meetings and shall present such minutes to the Board for its approval. For the transaction of business at any meeting of the Committee, a majority of the members shall constitute a quorum. The act of a majority of the Committee members participating at any meeting of the Committee at which a quorum is present shall be the act of the Committee.

Review Procedures

Review and reassess the adequacy of this Charter at least annually, and recommend any proposed amendments relating to the Committee's duties with respect to audit and risk matters to the Board for approval. Have the Charter posted on the Company's website or published in the Company's proxy statement in accordance with SEC regulations.

Review the Company's annual audited financial statements and Form 10-K prior to filing or distribution. Review should include discussion with management, the internal audit department and independent auditors of significant issues regarding accounting principles, practices and judgments. Recommend the annual audited financial statements to the Board for inclusion in the Company's Form 10-K.

In consultation with management, the independent auditors and the internal auditors, consider the integrity and effectiveness of the Company's financial reporting processes and controls, internal control over financial reporting and internal audit procedures. Discuss significant financial risk exposures and the steps management has taken to monitor, control and report such exposures. Review significant findings prepared by the independent auditors and the internal audit department together with management's responses.

Review with financial management and the independent auditors the Company's quarterly financial results, Forms 10-Q and the financial disclosures related to earnings releases prior to the release of earnings and/or the Company's quarterly financial statements prior to filing or distribution. Discuss any significant changes to the Company's accounting principles and any items required to be communicated by the independent auditors in accordance with the applicable requirements of the Public Company Accounting Oversight Board. The Chair of the Committee may represent the entire Committee for purposes of these items to be reviewed.

Review actions by management on the recommendation of the independent auditors.

Independent Auditors

Review the performance of the independent auditors (including all significant relationships between the independent auditors and the Company), approve the fees and other significant compensation of the independent auditors, and annually recommend to the Board the appointment of the independent auditors or approve any discharge of auditors when circumstances warrant.

Review and approve the independent auditors' audit plan and engagement letter on an annual basis or as otherwise needed, including discussing scope, staffing, locations, reliance upon management and internal audit and general audit approach.

Pre-approve all auditing services and permitted non-auditing services (including the fees and terms thereof) to be performed for the Company by its independent auditors as required and permitted by Section 10A(i)(1) of the Securities Exchange Act of 1934, as amended. Such pre-approvals may be made pursuant to policies and procedures established by the Committee in accordance with SEC rules and other guidance.

Prior to releasing a Form 10-Q or Form 10-K, review and discuss the results of the audit with the independent auditors. Discuss certain matters required to be communicated to audit committees in accordance with Auditing Standard No. 1301, as such standard may be modified or supplemented from time to time.

Receive and discuss with management and the independent auditors the letter from the independent auditors regarding the auditors' independence required by Public Company Accounting Oversight Board Rule 3526 (Communications with Audit Committees Concerning Independence), as such rule may be modified or supplemented from time to time.

Consider the independent auditors' judgments about the quality and appropriateness of the Company's accounting principles as applied in its financial reporting.

Internal Audit Department and Legal Compliance

Review the budget, audit plan, changes in audit plan, activities, organizational structure and qualifications of the internal audit department at least annually. The internal audit department shall be responsible to senior management, and shall have a direct reporting responsibility to the Board through the Committee. Changes in the director of the internal audit department shall be subject to Committee approval.

Review the appointment, performance and replacement of the director of the internal audit department.

Review significant reports prepared by the internal audit department together with management's response and follow-up to these reports.

As necessary, review with the Company's counsel any legal matters that could have a significant impact on the Company's financial statements, the Company's compliance with applicable laws and regulations and inquiries received from regulators or governmental agencies.

Oversee the adequacy and effectiveness of the Company's internal controls and disclosure controls and procedures. Review all reports concerning any significant fraud or regulatory noncompliance that may occur at the Company. This review should include consideration of the internal controls that should be strengthened to reduce the risk of a similar event in the future.

Review reports of bank regulatory agencies and monitor management's compliance with recommendations contained in those reports.

Risk Oversight Responsibilities

Make recommendations to the Board on an annual basis regarding the Company's risk appetite and risk management vision. Oversee management's establishment of and compliance with the Company's risk management vision and ensure that it complies with the Company's risk appetite.

Annually review and approve the Company's risk management policy. The review will include a gap analysis of risk management responsibilities overseen by other Board committees.

Annually review management's alignment of the risk framework with the Company's strategic plan.

Annually review the Company's technology risk management programs and policies (including those related to information security and cyber security) and make recommendations to [the Board and] management regarding changes to such programs and policies.

Review management reports summarizing the risk profile of significant Company operating units.

Review the Company's compliance with applicable laws and regulations and annually review the Company's policies, procedures, and programs designed to promote and monitor legal and regulatory compliance.

Review all reports concerning any significant fraud or regulatory noncompliance that may occur at the Company.

Annually review results of management prepared enterprise stress tests.

Review significant legal and litigation matters and regulatory investigations or inquiries with outside legal counsel as needed.

(aa) Consider and review management's recommendations annually relating to any corporate insurance programs and make recommendations to the Board relating to the lines and limits of coverage established.

Other Committee Responsibilities

(bb) Review and pre-approve any related party transactions between the Company or any of its subsidiaries and any director or executive officer of the Company or its subsidiaries.

(cc) Annually review the report to shareholders as required by the rules and regulations of the SEC for inclusion in the Company's annual proxy statement.

(dd) Perform any other activities consistent with this Charter, the Company's bylaws, and governing law, as the Committee or the Board deems necessary or appropriate.

(ee) Maintain minutes of meetings and periodically report to the Board on significant results of the foregoing activities.

(ff) Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concern regarding questionable accounting or auditing matters.

(gg) Annually evaluate the Committee's membership and performance.

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Disclaimer

Landmark Bancorp Inc. published this content on April 23, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 23, 2026 at 20:07 UTC.