ex1021.htm


    Exhibit
10.21


    EMERGENT
GROUP INC.

    


    PROPOSED
AMENDED AUDIT COMMITTEE CHARTER

    


    


    STATUS

    


    This
charter governs the operations of the Audit Committee of the Board of Directors
of Emergent Group Inc. (the "Company"). The Committee shall review and reassess
its charter at least annually and obtain the approval of the Board of Directors
of any proposed changes in compliance with applicable rules and requirements of
the American Stock Exchange (the "Amex"), the Securities and Exchange Commission
(the "SEC"), and any other applicable body (collectively, the "Applicable
Rules").

    


    The Audit
Committee shall meet at least quarterly and at such other times as necessary to
fulfill its responsibilities.

     

    MEMBERSHIP

     

    The Audit
Committee shall consist of at least two directors each of whom shall be (i)
"independent" as defined by Amex listing standards, (ii) a "Non-employee
Director" as defined in Rule 16b-3 under the Securities Exchange Act of 1934,
and (iii) an "outside director" for purposes of Section 162(m) of the Internal
Revenue Code.

    


    PURPOSE

     

    The
primary function of the Audit Committee (the “Committee”) is to assist the Board
of Directors (the “Board”) of Emergent Group, Inc. (the “Company”) in fulfilling
its oversight responsibilities by reviewing: the financial reports and other
financial information provided by the Company to any government body or the
public; the Company’s system of internal controls regarding finance, accounting,
legal compliance and ethics that management and the Board have established; and
the Company’s auditing, accounting and financial reporting
processes.  Consistent with this function, the Committee should
encourage continuous improvement of, and should foster adherence to, the
Company’s policies, procedures and practices at all levels.  The
Committee’s primary duties and responsibilities are to:

     

     

    
      	
              ·  

            	
              Serve
      as an independent and objective party to monitor the Company’s financial
      reporting process and internal control
system;

            


    

    
      	
              ·  

            	
              Provide
      an open avenue of communication among the independent auditors,
      management, and the Board;

            


    

     

    
      	
              ·  

            	
              oversee
      management's preparation of the Company's financial statements and
      management's conduct of the accounting and financial reporting
      processes;

            


    

     

    
      	
              ·  

            	
              oversee
      management's maintenance of internal controls and procedures for financial
      reporting;

            


    

     

    
      	
              ·  

            	
              oversee
      the Company's compliance with applicable legal and regulatory
      requirements, including without limitation, those requirements relating to
      financial controls and reporting;

            


    

     

    
      	
              ·  

            	
              oversee
      the independent auditor's qualifications and
  independence;

            


    

     

    
      	
              ·  

            	
              oversee
      the performance of the independent auditors, including the annual
      independent audit of the Company's financial
  statements;

            


    

     

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ·  

            	
              prepare
      any report required to be prepared by the Committee pursuant to the rules
      of the SEC to be included in the Company's proxy statement;
      and

            


    

     

    
      	
              ·  

            	
              discharge
      such duties and responsibilities as may be required of the Committee by
      the provisions of applicable law or rule or regulation of the American
      Stock Exchange and the Sarbanes-Oxley Act of
  2002.

            


    

     

    In
carrying out its purposes, there shall be free and open communication between
the Committee, independent auditors, and management of the Company.

    


    COMPOSITION

     

    The
Committee will be composed of not less than two members of the Board. They will
be selected by the Board, taking into account prior experience in matters to be
considered by the Committee, probable availability at times required for
consideration of such matters, and their individual independence and
objectivity.  All members of the Committee shall have a working
familiarity with basic finance and accounting practices.

    


    The
Committee’s membership will meet the requirements of the AMEX Listing Standards
and those contained in the Sarbanes-Oxley Act of 2002, as
amended.  Accordingly, all of the members will be directors
independent of management and free from relationships that, in the opinion of
the Board, would interfere with the exercise of independent judgment as a
committee member.

    


    MEETINGS

     

    The
Committee shall meet at least once quarterly, or more frequently as
circumstances dictate.  The Committee may meet with management and the
independent auditors in separate executive sessions to discuss any matters that
the Committee or either of these groups believes should be discussed
privately.  In addition, the Committee or a designated member of the
Committee shall meet with the independent auditors quarterly to review the
Company’s quarterly financial statements as described below.

    


    RESPONSIBILITIES

    


    The
Committee in carrying out its responsibilities believes its policies and
procedures should remain flexible, in order to best react to changing conditions
and circumstances. The following shall be the principal responsibilities and
recurring processes of the Committee in carrying out its oversight
responsibilities. These responsibilities and processes are set forth as a guide
with the understanding that the Committee may supplement them as appropriate.
The Chair of the Committee may represent the entire Committee with respect to
functions of the Committee undertaken between meetings and any of the
Committee's functions may be delegated to a subcommittee comprised of one or
more members of the Committee.

    


    Oversight
of the financial statements and relations with the independent
auditors:

     

    
      	
              ·  

            	
              Relationship
      with Independent Auditors — The independent
      auditors shall report directly and are ultimately accountable to the
      Committee in its capacity as a committee of the Board. The Committee shall
      have sole authority and responsibility to appoint, compensate, oversee,
      evaluate and, where appropriate, replace the independent auditors. The
      Committee shall discuss with the auditors their independence from
      management and the Company and the matters included in the written
      disclosures required by the Independence Standards
  Board.

            


    

     

    
      	
              ·  

            	
              Annually,
      the Committee shall review and recommend for stockholder ratification the
      selection of the Company's independent
auditors.

            


    

     

    
      	
              ·  

            	
              The
      Committee shall pre-approve all audit and permitted non-audit services
      provided by the independent
auditors.

            


    

     

    
      	
              ·  

            	
              The
      Committee periodically shall meet separately with management and with the
      Company's independent auditors.

            


    

     

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    
      	
              ·  

            	
              Annually,
      the Committee shall obtain from the independent auditors a formal written
      statement delineating all relationships between the independent auditors
      and the Company consistent with Independence Standards Board Standard 1,
      discuss with the independent auditors any such disclosed relationships and
      their impact on the independent auditors' independence, and take or
      recommend that the Board take appropriate action regarding the
      independence of the independent
auditors.

            


    

     

    
      	
              ·  

            	
              Periodic
      Reviews —
      Prior to the filing of the Company's Quarterly Reports on Form
      10-Q, the Committee shall review with management and the independent
      auditors the interim financial statements and other information to be
      included in the Form 10-Q, including the Company's disclosures under
      "Management's Discussion and Analysis of Financial Condition and Results
      of Operations" ("MD&A"). Also, the Committee shall discuss the results
      of the quarterly review and any other matters required to be communicated
      to the Committee by the independent auditors under generally accepted
      auditing standards.

            


    

     

    
      	
              ·  

            	
              Annual
      Reviews —
      The Committee shall review with management and the independent
      auditors the financial statements and other financial information,
      including the Company's disclosure under MD&A, to be included in the
      Company's Annual Report on Form 10-K (or the annual report to shareholders
      if distributed prior to the filing of the Form 10-K). Also, the Committee
      shall discuss the results of the annual audit and any other matters
      required to be communicated to the Committee by the independent auditors
      under generally accepted auditing standards. Based on the review and
      discussions described above, the Committee shall recommend to the Board of
      Directors whether the financial statements should be included in the
      Annual Report on Form 10­K. The Committee shall prepare the Audit
      Committee report to be included in the Company's proxy statements when and
      as required by the Applicable
Rules.

            


    

     

    
      	
              ·  

            	
              The
      Committee shall establish and maintain procedures for (i) receiving,
      retaining and addressing complaints regarding the Company's accounting,
      internal controls or auditing matters and (ii) the confidential, anonymous
      submission by employees of concerns regarding questionable accounting or
      auditing matters, in accordance with the Applicable
  Rules.

            


    

     

    
      	
              ·  

            	
              The
      Committee will have responsibility for reviewing and approving all
      proposed related party transactions as required by AMEX listing
      requirements.

            


    

     

    It is not
the duty of the Committee to plan or conduct audits or to determine that the
Company's financial statements are complete and accurate and are in accordance
with generally accepted accounting principles. Management is responsible for
preparing the Company's financial statements and for maintaining internal
controls and procedures for financial reporting, and the independent auditors
are responsible for auditing those financial statements.

    


    
      	
               

            


    

    In
discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities, and personnel of the Company. All employees will be directed to
cooperate with the respect thereto as requested by members of the Committee. In
performing their duties and responsibilities, each member of the Committee is
entitled to rely in good faith upon the records of the Company and upon
information, opinions, reports or statements presented by any of the Company's
officers or employees, or other committees of the Board of Directors, or by any
other person as to matters the member reasonably believes are within such other
person's professional or expert competence and who has been selected with
reasonable care by or on behalf of the Company.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
 

     

    Expect
the independent auditors to provide the Committee with:

     

    
      	
              ·  

            	
              Independent
      judgments about the appropriateness of the Company’s current or proposed
      accounting principles and whether current or proposed financial
      disclosures are clear.

            


    

     

    
      	
              ·  

            	
              Views
      on whether the accounting principles chosen by management are
      conservative, moderate, or aggressive as they relate to income, asset, and
      liability recognition, and whether these accounting principles are
      commonly used.

            


    

     

    
      	
              ·  

            	
              Reasons
      why accounting principles and disclosure practices used for new
      transactions or events are
appropriate.

            


    

     

    
      	
              ·  

            	
              Reasons
      for accepting or questioning significant estimates made by
      management.

            


    

     

    
      	
              ·  

            	
              Views
      on how selected accounting principles and disclosure practices affect
      shareholder and public attitudes about the
  Company.

            


    

     

    Actions
taken on the Board’s behalf that require Board notification but not Board
approval:

     

    
      	
              ·  

            	
              Review
      and approve the scope of the Company’s audit and that of its subsidiaries
      as recommended by the independent
auditors.

            


    

     

    
      	
              ·  

            	
              Answer
      questions raised by shareholders during an annual shareholders’ meeting on
      matters relating to the Committee’s activities if asked to do so by the
      Board’s chairperson.

            


    

     

    
      	
              ·  

            	
              Ask
      the appropriate corporate officer to study a particular area of interest
      or concern to the Committee.

            


    

     

    
      	
              ·  

            	
              Appointment,
      compensation, oversight, evaluation and, where appropriate, replace the
      independent auditors.

            


    

     

    Matters
requiring the Committee’s review and study before making a recommendation for
the Board’s action:

     

    
      	
              ·  

            	
              Implementation
      of major accounting policy changes.

            


    

     

    
      	
              ·  

            	
              SEC
      registration statements to be signed by the
  Board.

            


    

     

    
      	
              ·  

            	
              The
      auditors’ reports and financial statements prior to publication in the
      annual report.

            


    

     

    Matters
requiring the Committee’s review and study before providing summary information
to the Board:

     

    
      	
              ·  

            	
              Accounting
      policy changes proposed or adopted by organizations such as the Financial
      Accounting Standards Board (“FASB”), the Securities and Exchange
      Commission (“SEC”), and the American Institute of Certified Public
      Accountants (“AICPA”), or by comparable bodies outside the
      U.S.

            


    

     

    
      	
              ·  

            	
              The
      independent auditors’ assessment of the strengths and weaknesses of the
      Company’s financial staff, systems, controls, and other factors that might
      be relevant to the integrity of the financial
  statements.

            


    

     

    
      	
              ·  

            	
              Quarterly
      financial statement review before
publication.

            


    

     

    
      	
              ·  

            	
              Administration
      of the Company’s “conflict of interest”
policy.

            


    

     

    
      	
              ·  

            	
              The
      performance of management and operating personnel under the Company’s code
      of ethics.

            


    

     

    
      	
              ·  

            	
              Gaps
      and exposures in insurance
programs.

            


    

     

    
      	
              ·  

            	
              Reports
      about the Company or its subsidiaries submitted by agencies of governments
      in countries in which the Company or its subsidiaries
    operate.

            


    

     

    
      	
              ·  

            	
              Periodic
      SEC filings and the adequacy of programs and procedures to assure
      compliance with SEC regulations and regulations of the
    NASD.

            


    

     

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    COMPLAINTS

     

    The Audit
Committee shall establish procedures for –

     

    (A)  the receipt, retention,
and treatment of complaints received by Emergent regarding accounting, internal
accounting controls, or auditing matters; and

     

    (B)  the confidential,
anonymous submission by employees of Emergent of concerns regarding questionable
accounting or auditing matters.

     

    AUTHORITY
TO ENGAGE ADVISERS

    


    The Audit
Committee shall have the authority to engage independent counsel and other
advisers, as it determines necessary to carry out its duties.

     

    FUNDING

    


    Emergent
shall provide for appropriate funding, as determined by the Audit Committee, in
its capacity as a committee of the board of Directors, for payment of
compensation to the registered public accounting firm employed by Emergent for
the purpose of rendering or issuing an audit report and to any advisers employed
by the audit committee.

     

    REPORT

    


    The
Committee shall report to the Board on the Committee's activities as appropriate
and maintain minutes or other records of Committee meetings and
activities.

    


     

     

    
 

    
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