Requirements. HD Faculty™'s Audit Committee, from time to time, consists of at least three (3) Directors of HD Faculty™'s and as many qualified participants, being members, deemed fit and proper. The presiding audit committee and designated team members, including HD Faculty™'s CFO, Internal Auditor, and the like must be licensed professionals within their respective field, who are required to provide certification of HD Faculty™'s financial information, assessment of financial controls and reporting system, financial disclosure control systems, and recommendation letters.

Mandate. HD Faculty™'s Audit Committee, from time to time, is required to:

a.

Review and report on HD Faculty™'s annual financial statements to the Board of Directors for its approval;

b.

Review returns as specified by the Board;

c.

Ensure that appropriate internal control procedures are in place, in respect to:

i.

accounting quality (accounting concepts and policies employed);

ii.

earning protection (key measurement indicating the basic long-term earning power of HD Faculty™, etc.);

iii.

earning recognition, classification (debt versus equity, off-balance sheet transaction, consolidation and such other issues);

iv.

financial leverage and asset protection;

v.

cash flow adequacy;

vi.

financial flexibility and balance sheet management;

Review all matters brought to their attention by the Auditor(s) or an officer of HD Faculty™ that could adversely affect HD Faculty™;

e.

Meet with the Auditors to discuss the annual financial statement, tax returns, and other matters;

f.

Meet with the Internal Auditor of HD Faculty™ and with Management to discuss the effectiveness of the Information Technology employed and the internal control procedures, such as access control, appropriate authorization, change controls, and disaster recovery, and operating system;

Request a meeting with the Board to consider any matter of concern to the Audit Committee;

h.

Upgrade their skill and knowledge on a continuous basis through interactive education programs in respect to HD Faculty™'s obligation, duties and responsibilities pertaining to the Jurisdiction’s new accounting and finance laws, statues, rules, regulations, ordinances, and codes;

i.

Educate the Board of Directors on a continuous basis in order for the Board to augment themselves in light of their distinct contribution to HD Faculty™; thus, enabling the directors to have a clearer picture and advance their understanding and knowledge about their respective duties and responsibilities to HD Faculty™ and society at large.