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Committee, in carrying out its role, relies on senior management, including senior financial management, and its independent
            registered public accounting firm.

               The following is the report of the Audit Committee with respect to the Company’s audited financial statements for the
            fiscal year ended October 31, 2016.

               The Audit Committee has reviewed and discussed the Company’s audited financial statements with management. The
            Audit Committee has discussed with CohnReznick LLP, the Company’s independent registered public accounting firm, the
            matters required to be discussed by Statement of Auditing Standards No. 61 (Communication with Audit Committees) which
            includes, among other items, matters related to the conduct of the audit of the Company’s financial statements.  The Audit
            Committee has also received written disclosures and the letter from CohnReznick LLP required by Independence Standards
            Board Standard No. 1, which relates to the auditor’s independence from the Company and its related entities, and has
            discussed with CohnReznick LLP their independence from the Company.

               Based on the review and discussions referred to above, the Audit Committee recommended to the Company’s Board of
            Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the
            fiscal year ended October 31, 2016.

               The Audit Committee has retained CohnReznick LLP as the Company’s independent registered public accounting firm
            for the fiscal year ending October 31, 2017.

               It is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial state-
            ments are complete and accurate and in accordance with accounting principles generally accepted in the United States. That
            is the responsibility of management and the Company’s independent registered public accounting firm. In giving its recom-
            mendation to the Board of Directors, the Audit Committee has relied on (i) management’s representation that such financial
            statements have been prepared with integrity and objectivity and in conformity with accounting principles generally accepted
            in the United States and (ii) the report of the Company’s independent registered public accounting firm with respect to such
            financial statements.
                                                       AUDIT COMMITTEE

                                                       William L. Reynolds
                                                       Marvin H. Fink
                                                       Joseph Benoit





                                                 STOCKHOLDER PROPOSALS

               Stockholders who intend to submit proposals at the 2018 Annual Meeting must submit such proposals to the Company
            no later than March 27, 2018 in order for them to be included in the Proxy Statement and the form of Proxy to be distributed
            by the Board of Directors in connection with that meeting.  Stockholders proposals should be submitted to Corporate
            Secretary, RF Industries, Ltd., 7610 Miramar Road, San Diego, CA 92126-4202. Only proper proposals under Rule 14a-8
            which are timely received will be included in the proxy statement in 2018.



                                                         FORM 10-K

               The Company will furnish without charge to each person whose proxy is being solicited, upon request of any such
            person, a copy of the Annual Report of the Company on Form 10-K for the fiscal year ended October 31, 2016, as filed with
            the Securities and Exchange Commission, including financial statements and schedules thereto.  Such report was filed with
            the Securities and Exchange Commission on January 27, 2017.  Requests for copies of such report should be directed to
            the President, RF Industries, Ltd., 7610 Miramar Road, San Diego, CA 92126-4202. The Form 10-K may also be accessed
            electronically by means of the SEC’s home page on the Internet at http://www.sec.gov.





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