Governance Documents

RF Industries, LTD. Code of Business Conduct and Ethics
Adopted by the Board of Directors

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Introduction

This Code of Business Conduct and Ethics (this Code) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of RF Industries, Ltd. and its subsidiaries (collectively, the Company). All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. The Code should also be provided to and followed by the Company’s agents and representatives, including consultants.

If a law conflicts with a policy in this Code, you must comply with the law. If you have any questions about these conflicts, you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action, up to and including termination of employment. If you are in a situation which you believe may violate or lead to a violation of this Code, follow the guidelines described in div 14 of this Code.

  1. Compliance with Laws, Rules and Regulations

    Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

    If requested, the Company will hold information and training sessions to promote compliance with laws, rules and regulations, including insider-trading laws.

  2. Conflicts of Interest

    A conflict of interest exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest may also arise when an employee, officer or director, or members of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

    It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf. Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by the Board of Directors. Conflicts of interest may not always be clear-cut, so if you have a question, you should consult with higher levels of management or the Company’s law firm (see, div 14 below). Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in div 14 of this Code.

  3. Insider Trading

    Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of our business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to tip others who might make an investment decision on the basis of this information is not only unethical but also illegal. In order to assist with compliance with laws against insider trading, the Company has adopted a specific policy governing employees’ trading in securities of the Company. This policy has been distributed to every employee. If you have any questions, please consult the Company’s CFO.

  4. Corporate Opportunities

    Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position without the consent of the Board of Directors. No employee may use corporate property, information, or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

  5. Competition and Fair Dealing

    We seek to outperform our competition fairly and honestly. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent, or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other intentional unfair-dealing practice.

    The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (1) is not a cash gift; (2) is consistent with customary business practices; (3) is not excessive in value; (4) cannot be construed as a bribe or payoff; and (5) does not violate any laws or regulations. Please discuss with your supervisor any gifts or proposed gifts which you are not certain are appropriate.

  6. Discrimination and Harassment

    The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics and unwelcome sexual advances.

  7. Health and Safety

    The Company strives to provide each employee with a safe and healthy work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

    Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs in the workplace will not be tolerated.

  8. Record-Keeping

    The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported.

    Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or your controller.

    All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or off the books funds or assets should not be maintained unless permitted by applicable law or regulation.

    Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork, or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to e-mail, internal memos, and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation please consult the Company’s CFO.

  9. Confidentiality

    Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its customers, except when disclosure is authorized by the CFO or required by laws or regulations. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

  10. Protection and Proper Use of Company Assets

    All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness, and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, though incidental personal use may be permitted.

    The obligation of employees to protect the Company’s assets includes its proprietary information. Proprietary information includes intellectual property such as trade secrets, patents, trademarks, and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and any unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It could also be illegal and result in civil or even criminal penalties.

  11. Payments to Government Personnel

    The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

    In addition, the U.S. government has a number of laws and regulations regarding business gratuities which may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but could also be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company’s CFO can provide guidance to you in this area.

  12. Waivers of the Code of Business Conduct and Ethics

    Any waiver of this Code for executive officers or directors may be made only by the Board or a Board committee and will be promptly disclosed as required by law or stock exchange regulation.

  13. Compliance Procedures

    We must all work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know if a violation has occurred. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

    • Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.
    • Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with, and the alternatives you have. Use your judgment and common sense; if something seems unethical or improper, it probably is.
    • Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and discuss the problem.
    • Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question, and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.
    • Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it locally with a more senior manager or your human resources manager.
    • You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.
    • Always ask first, act later: If you are unsure of what to do in any situation, seek guidance before you act.
  14. Reporting any Illegal or Unethical Behavior

    Employees are encouraged to talk to supervisors, managers or other appropriate personnel about observed illegal or unethical behavior and when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct. Any employee may submit a good faith concern regarding questionable accounting or auditing matters without fear of dismissal or retaliation of any kind.

If you believe that a violation of the Code of Business Conduct and Ethics has occurred, please contact the CFO.

In addition to the above procedures for reporting unethical, dishonest or illegal behavior, the Audit Committee of the Board of Directors had contracted with an independent company to receive, retain and process complaints on auditing, accounting and internal control issues. To file a report, directors, officers and employees should provide client code RFI and do one of the following:

  • Visit www.RedFlagReporting.com and click on “File a Report”
  • Call 1-877-647-3335
  • Text RFR to 234-231-9005
  • You may also use the following (be sure to be detail oriented, provide our client code, and indicate if you wish to be anonymous our not):

All complaints with respect to questionable accounting and auditing matters may be made anonymously and will be confidential.

RF Industries, LTD. Code of Ethics for CEO, CFO and Senior Financial Officers
Adopted by the Board of Directors

The Company has a Code of Business Conduct and Ethics applicable to all directors and employees of the Company. The CEO and all senior financial officers, including the CFO and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest and compliance with law. In addition to the Code of Business Conduct and Ethics, the CEO and senior financial officers are subject to the following additional specific policies in this Code:

  1. The CEO and all senior financial officers are responsible for full, fair, accurate, timely and understandable disclosure in the periodic reports required to be filed by the Company with the SEC. Accordingly, it is the responsibility of the CEO and each senior financial officer promptly to bring to the attention of those responsible for drafting and preparing such disclosures any material information of which he or she may become aware that affects the disclosures made by the Company in its public filings or otherwise assist those responsible for drafting and preparing such disclosures in fulfilling their responsibilities.
  2. The senior financial officers have a special responsibility for promoting integrity throughout the organization, with responsibilities to stakeholders both inside and outside of the Company. The CEO and senior financial officers have a special role both to adhere to these principles themselves and also to ensure that a culture exists throughout the company as a whole that ensures the fair and timely reporting of the Company financial results and condition.
    Because of this special role, the CEO is bound by this Code, and by accepting this Code of Ethics, each agrees that he or she will:
    • Act with honesty and integrity, avoiding actual or apparent conflicts of interest in personal and professional relationships.
    • Provide information that is accurate, complete, objective, relevant, timely and understandable to ensure full, fair, accurate, timely, and understandable disclosure in reports and documents that the Company files with, or submits to, government agencies and in other public communications.
    • Comply with rules and regulations of federal, state, provincial and local governments, and other appropriate private and public regulatory agencies.
    • Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing one’s independent judgment to be subordinated.
    • Respect the confidentiality of information acquired in the course of one’s work except when authorized or otherwise legally obligated to disclose. Confidential information acquired in the course of one’s work will not be used for personal advantage.
    • Share knowledge and maintain skills important and relevant to stakeholder’s needs.
    • Proactively promote and be an example of ethical behavior as a responsible partner among peers, in the work environment and the community.
    • Achieve responsible use of and control over all assets and resources employed or entrusted.
    • Promptly report to the CEO and/or the Audit Committee any conduct that the individual believes to be a violation of law or business ethics or of any provision of the Code of Business Conduct and Ethics and this Code, including any transaction or relationship that reasonably could be expected to give rise to such a conflict.
  3. The CEO and each senior financial officer shall promptly bring to the attention of those drafting and preparing the disclosures and the Audit Committee any information he or she may have concerning: (a) significant deficiencies in the design or operation of internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data; or (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
  4. The CEO and each senior financial officer shall promptly bring to the attention of the CFO or the CEO and to the Audit Committee any information he or she may have concerning any violation of the Company’s Code of Business Conduct and Ethics and this Code, including any actual or apparent conflicts of interest between personal and professional relationships, involving any management or other employees who have a significant role in the Company’s financial reporting, disclosures or internal controls.
  5. The CEO and each senior financial officer shall promptly bring to the attention of the CFO or the CEO and to the Audit Committee any information he or she may have concerning evidence of a material violation of the securities or other laws, rules or regulations applicable to the Company and the operation of its business, by the Company or any agent thereof, or of violation of the Code of Business Conduct and Ethics or this Code.
  6. The Board of Directors shall determine, or designate appropriate persons to determine, appropriate actions to be taken in the event of violations of the Code of Business Conduct and Ethics or of this Code by the CEO and the Company’s senior financial officers. Such actions shall be reasonably designed to deter wrongdoing and to promote accountability for adherence to the Code of Business Conduct and Ethics and this Code and to these additional procedures, and shall include written notices to the individual involved that the Board has determined that there has been a violation, censure by the Board, demotion or re-assignment of the individual involved, suspension with or without pay or benefits (as determined by the Board) and termination of the individual’s employment. In determining what action is appropriate in a particular case, the Board of Directors or such designee shall take into account all relevant information, including the nature and severity of the violation, whether the violation was a single occurrence or repeated occurrences, whether the violation appears to have been intentional or inadvertent, whether the individual in question had been advised prior to the violation as to the proper course of action and whether or not the individual in question had committed other violations in the past.

If you believe that a violation of the Code of Business Conduct and Ethics or this Code has occurred, please contact the CFO. Actions prohibited by this Code involving directors or executive officers must be reported to the Audit Committee of our Board of Directors. After receiving a report of an alleged prohibited action, the Audit Committee is required to promptly take all appropriate actions necessary to investigate.

In addition to the above procedures for reporting unethical, dishonest or illegal behavior, the Audit Committee of the Board of Directors had contracted with an independent company to receive, retain and process complaints on auditing, accounting and internal control issues. To file a report, directors, officers and employees should provide client code RFI and do one of the following:

  • Visit www.RedFlagReporting.com and click on “File a Report”
  • Call 1-877-647-3335
  • Text RFR to 234-231-9005
  • You may also use the following (be sure to be detail oriented, provide our client code, and indicate if you wish to be anonymous our not):

All complaints with respect to questionable accounting and auditing matters may be made anonymously and will be confidential.

RF Industries, LTD. Compensation Committee Charter

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  1. Purpose/Term

    The primary function of the Compensation Committee (the Committee) of the Board of Directors (the Board) of RF Industries, Ltd., a Nevada corporation (the Company), is to exercise the responsibilities and duties set forth below. The Committee shall not be terminated prior to the annual meeting of the stockholders to be held in 2013, nor shall this charter be amended unless such termination or amendment is unanimously approved by all directors on the Board.

  2. Membership
    1. Membership on the Committee shall be limited to, and consist solely of, directors on the Board who are non-employee directors within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (Non-Employee Directors). The size of the Committee shall be equal to the number of Non-Employee Directors on the Board, provided that the Committee shall consist of at least two directors, one of whom shall be designated by the Board to serve as the Chairperson of the Committee. Each Non-Employee Director may serve on the Committee, whether or not appointed to the Committee by the Board.
    2. If the Company’s securities are listed on a national securities exchange or the NASDAQ Stock Market, composition of the Committee, and the members of the Committee, must comply with applicable requirements of the exchange or NASDAQ Stock Market.
  3. Meetings
    1. The Committee shall meet as often as it determines is necessary or appropriate, but no less frequently than annually. Any member of the Committee may call a meeting.
    2. The Chairperson (or in his or her absence, a member designated by the members attending the meeting) shall preside at each meeting of the Committee and set the agendas for Committee meetings.
    3. A majority of the total number of members of the Committee will constitute a quorum at any Committee meeting.
    4. The provisions of the Company’s Bylaws that govern the conduct of Board committees shall govern the Committee. The Committee may adopt other procedural rules that are not inconsistent with the Bylaws. The Committee may meet in person or by telephone and shall have the authority to act by unanimous written consent.
    5. The Committee may, at its discretion, permit non-member directors, officers of the Company and any other persons to be present at its meetings.
    6. The Committee shall maintain written minutes of its meetings, which minutes shall be filed with the minutes of the meetings of the Board. The Chairperson of the Committee shall provide to the Board such reports on the activities of the Committee as the Board may from time to time request.
  4. Duties

    The duties of the Committee shall be limited to making recommendations to the Board regarding:

    1. The compensation payable to the Company’s principal executive officers, including all employees whose salaries are publicly disclosed in the Company’s reports filed with the Securities and Exchange Commission. The Committee shall not be involved with setting the compensation of middle management and lower level employees of the Company.
    2. The Company’s bonus and incentive programs for the Company as a whole.
    3. If so authorized by the Board, the Committee also may be authorized to interpret the Company’s stock option plans, to prescribe, amend and rescind rules and regulations relating to those plans, to determine the term and provisions of the respective option agreements, and to make all other determinations deemed necessary or advisable for the administration of the plans.
  5. Advisors and Funding

    The Committee shall have the authority to retain independent legal counsel, independent accountants and other advisors as it deems necessary and appropriate to carry out its duties hereunder. The Company shall provide appropriate funding, as determined by the Committee and approved by the Board, for (i) the advisors referred to in the immediately preceding sentence employed by the Committee, and (ii) payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

RF Industries, LTD. Audit Committee Charter

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PURPOSE

The Audit Committee (the "Committee") is a committee of the Board of Directors (the "Board") of RF Industries, Ltd. (the "Company"). The primary purpose of the Committee is to oversee the Company’s accounting and financial reporting processes and the audit of the Company’s financial statements, which includes representing and assisting the Board with oversight of: (a) the integrity of the Company’s financial statements and internal controls, (b) the Company’s compliance with certain legal and regulatory requirements within the scope of the Committee’s responsibilities, (c) the qualifications and independence of the Company’s auditor, and (d) the performance of the Company’s independent registered public accounting firm. In doing so, it is the responsibility of the Committee to provide an open communications between the Board, management and the independent auditor.

ORGANIZATION

  1. Members of the Committee shall be appointed by the Board on the recommendation of the Nominating and Corporate Governance Committee. Each member shall serve for such terms as the Board may determine, or until their earlier resignation, death or removal. Committee Members may be removed by the Board at its discretion.
  2. The Committee shall have at least three (3) members and shall be comprised solely of directors that meet the applicable independence and experience requirements of the Sarbanes Oxley Act of 2002 (the Act), the NASDAQ Stock Market, LLC (“NASDAQ”), the federal securities laws, the rules and regulations of the Securities and Exchange Commission (the “SEC”) and the Company’s independence guidelines. Each member shall be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement and cash flow statement or will be able to do so within a reasonable period of time after his or her appointment to the Committee.
  3. At least one member of the Committee shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities that qualify that member as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert will also be presumed to have financial sophistication.
  4. The Board shall appoint one of the members of the Committee as Chairperson. It is the responsibility of the Chairperson to schedule all meetings of the Committee and provide the Committee with an agenda for all meetings.
  5. A majority of the members of the entire Audit Committee shall constitute a quorum. The Audit Committee shall Act on the affirmative vote a majority of members present at a meeting at which a quorum is present. Without a meeting, the Audit Committee may act by unanimous written consent of all members.

RIGHTS AND RESPONSIBILITIES

  1. General
    1. In discharging its oversight role, the Committee shall have the power to conduct or authorize investigations into any matter within the Committee's scope of responsibilities, with full power to retain independent counsel and/or other advisors for this purpose. The Committee shall have unrestricted access to members of management and all information relevant to its responsibilities.
    2. The Committee shall meet at least four (4) times per year or more frequently as circumstances require. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary.
    3. The Committee shall report its actions to the Board with such recommendations as the Committee may deem appropriate and issue all required reports, including the report required by the SEC to be included in the Company's annual proxy.
    4. The Committee shall meet with the independent auditor, in separate executive sessions, to discuss any matters that the Committee or the independent auditor believes should be discussed privately.
    5. The Committee shall ensure the establishment of and periodically review 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 the Company of concerns regarding questionable accounting or auditing matters and adopt, as necessary, appropriate remedial measures or actions with respect to such complaints or concerns.
    6. The Committee shall perform such other functions required by law, the Company's charter, the Company’s bylaws or the Board.
    7. The Committee shall evaluate its performance and effectiveness when determined to be appropriate, and will at least annually review and assess of the adequacy of this charter.
  2. Internal Controls and Risk Assessment
    1. The Committee shall consider and review with management and the independent auditor: (a) the adequacy and effectiveness of the Company’s systems of internal controls (including any significant deficiencies, material weaknesses and significant changes in internal controls reported to the Committee by the independent auditor or management) including accounting and financial practices and controls, and (b) current accounting trends and developments relevant to the Company.
    2. The Committee shall consider and review with management and the independent auditor any related significant findings and recommendations of the independent auditor, together with management's responses thereto.
    3. The Committee shall discuss the Company’s policies and procedures with respect to risk assessment and risk management, and review contingent liabilities and risks that may be material to the Company and major legislative and regulatory developments which could materially impact the Company’s contingent liabilities and risks. The Committee also shall discuss the Company’s major financial risk exposure and the steps management has taken to monitor and control such exposure.
    4. The Committee shall review with management the Company’s overall anti-fraud programs and controls.
  3. Independent Auditor
    1. The Committee has the sole authority and responsibility to appoint, select, engage, evaluate, oversee and, where appropriate, discharge and replace the Company’s independent auditor (or to nominate the independent auditor to be proposed for shareholder approval in any proxy statement), set the independent auditor’s compensation, oversee the work of the auditor, pre-approve all audit services to be provided by the auditor, and establish the policies and procedures for the engagement of the independent auditors.
    2. The independent auditor's ultimate accountability is to the Board and the Committee, as representatives of the shareholders. The independent auditor shall report directly to the Committee.
    3. The Committee shall review with the independent auditor: (a) the scope and results of the annual audit, and (b) any questions, comments or suggestions the auditor may have relating to the internal controls, and accounting practices and procedures, of the Company.
    4. The Committee shall discuss with the independent auditor and management, as appropriate, any audit problems or serious difficulties or disputes, and management’s response. The Committee shall be responsible for the resolution of any disagreements or disputes between the independent auditor and management regarding financial reporting.
    5. The Committee shall receive from the independent auditor a written statement delineating all relationships between the independent auditor and the Company, consistent with applicable standards. The statement shall include a description of all services provided by the independent auditor and the related fees.
    6. The Committee shall actively engage in a dialogue with the independent auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditor.
    7. The Committee shall at least annually (a) evaluate the independent auditor and its qualifications, including its registration with the Public Company Accounting Oversight Board (“PCAOB”), (b) consider the independence of the independent auditor, including whether the provision by the independent auditor of permitted non-audit services is compatible with independence, and (c) obtain and review a report from the independent auditor describing all relationships between the auditor or its affiliates and the Company or individuals in a financial reporting oversight role at the Company, that may reasonably be thought to bear on the auditor’s independence, and discuss with the auditor the potential effects of any disclosed relationships on the independence.
    8. The Committee shall pre-approve all audit services and permitted non-audit services to be performed for the Company by its independent auditor. The Committee shall also be responsible for approving the fees to be paid to the independent auditor for such services. The Committee may delegate authority to one or more members of the Committee to pre-approve audit and permitted non-audit services (including pre-approval of fees), provided that the approvals granted by such persons are reviewed with the full Committee at its next scheduled meeting.
    9. The independent auditor shall not be engaged to perform any non-audit services proscribed by law or SEC regulation.
    10. The Committee shall review and discuss with the Company’s independent auditor any other matters required to be discussed by PCAOB Standards No. 1301, Communications with Audit Committees.
  4. Financial Reporting

    Prior to the filing of quarterly and annual financial statements, and in conjunction with the annual audit and quarterly review performed by the independent auditor, the Committee shall review with management and the independent auditor:

    1. The Company's annual and quarterly financial statements and related footnotes, including the Company’s specific disclosures under “Management Discussion and Analysis of Financial Conditions and Results of Operations” and any other matters required to be reviewed under applicable legal, regulatory or NASDAQ requirements.
    2. The independent auditor's audit of the financial statements and related report thereon.
    3. Any items required by applicable generally accepted auditing standards relating to the conduct of the audit of annual financial statements or review of interim financial statements.
    4. Any significant changes required in the independent auditor's plan or in accounting principles or practices.
    5. Any significant difficulties or disputes with management encountered during the course of the annual audit or quarterly review.
    6. The existence of significant estimates and judgments underlying the financial statements, including the rationale behind those estimates as well as the details on material accruals and reserves, and the Company's accounting principles.
    7. The overall quality, not just the acceptability, of the Company's accounting principles as applied in its financial reporting.
    8. The effect of any new or proposed regulatory and accounting initiatives, as well as off- balance sheet structures, on the Company's financial statements and other public disclosures.
    9. Any disclosures and major issues as to the adequacy of the Company's internal controls over financial reporting.
    10. Any material correcting adjustments that have been identified by the independent auditor, and any material unadjusted differences.
    11. Other matters related to the conduct of the audit, which are to be communicated to the Committee under generally accepted auditing standards.

    Based on the review of the above items, the Committee shall recommend to the Board, whether the financial statements should be included in the Company’s annual report on Form 10-K.

  5. Compliance with Laws and Regulations
    1. The Committee shall ascertain whether the Company has an effective process for determining risks and exposures from asserted and unasserted litigation and claims, and from noncompliance with laws and regulations.
    2. The Committee shall review with the Company's counsel and others (a) the status of compliance with laws, regulations and internal procedures, (b) any legal, tax or regulatory matters that may have a material impact on the Company operations and the financial statements, related Company compliance policies, and programs and reports received from regulators, and (c) the scope and status of systems designed to promote Company compliance with laws, regulations and internal procedures, through review of reports from management, legal counsel and others as determined by the Committee.

LIMITATIONS

While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company's financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. These are the responsibilities of management and the independent auditor.

RF Industries, LTD. Nominating and Governance Committee Charter

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  1. Purpose

    The Nominating and Governance Committee (the Committee) of the Board of Directors (the Board) of RF Industries, Ltd., a Nevada corporation (the Company), is established by the Board to be primarily responsible for identifying individuals qualified to serve as members of the Board and recommending to the Board director nominees (i) prior to each annual meeting of stockholders of the Company, or (ii) at such other time as the Board seeks to fill vacancies or otherwise appoint new directors.

    The Committee also shall take a leadership role in shaping and implementing corporate governance policies and practices and ethical standards for the Company. After the adoption of such policies, practices and standards, the Committee shall be primarily responsible for monitoring compliance with the same.

  2. Membership

    Membership on the Committee shall be limited to, and consist solely of, directors on the Board who are non-employee directors within the meaning of Rule 16b-3 of the Securities Exchange Act of 1934, as amended (Non-Employee Directors). The size of the Committee shall be equal to the number of Non-Employee Directors on the Board, provided that the Committee shall consist of at least two directors, one of whom shall be designated by the Board to serve as the Chairperson of the Committee. Each Non-Employee Director may serve on the Committee, whether or not appointed to the Committee by the Board.

  3. Meetings

    The Committee shall meet at least once annually and more frequently as circumstances dictate. A meeting may be called by the Chairman at any time and shall be called by the Chairman at the request of any member of the Committee. The Committee may meet in person or by telephone and shall have the authority to act by unanimous written consent. Minutes shall be taken of each meeting of the Committee and lodged in the Company’s Minutes Book.

  4. Authority and Responsibilities of the Committee

    In accordance with the Committee’s purpose, it shall:

    1. Review the appropriateness of the size and composition of the Board, giving due consideration to such factors as the business experience and expertise of each Board member, and make recommendations to the Board.
    2. Assist the Board in identifying qualified individuals to be recruited for service on the Board, and to make recommendations to the Board regarding such nominees -2-for the Board’s approval. The Committee has the authority, in connection with the identification of qualified director candidates, to retain and terminate any search firm for such purpose (including the authority to approve any such firm’s fees and other retention terms).
    3. In making its nominations, the Committee shall consider, among other things, an individual’s business experience, industry experience, financial background, breadth of knowledge about issues affecting the Company, time available for meetings and consultation regarding company matters and other particular skills and experience possessed by the individual. In addition to the foregoing factors, the Committee shall consider the number of shares of common stock of the Company owned by a candidate (and the value of such shares). The Committee shall disfavor the re-nomination of any current director who owns shares of common stock of the Company having a market value (based on the closing price of the Common Stock as of the date of the last annual meeting of stockholders) of less than $35,000; provided, however, that the failure of a director to own $35,000 of common stock of the Company shall not be grounds for disqualification, but shall merely be considered by the Committee as a significant factor in evaluating the overall qualifications of any director nominee. Therefore, directors may continue to be nominated, and may continue to serve on the Board even if they do not own the suggested amount of shares.
    4. Recommend to the Board the formation of committees deemed necessary, the structure and responsibilities of each and the directors to serve as Chair and members of each such committee.
    5. Creating and recommending to our Board a policy regarding the consideration of director candidates recommended by stockholders and procedures for stockholders’ submission of nominees of director candidates.
    6. Reviewing and recommending the director compensation for non-employee directors and making recommendations to our Board for its approval.
    7. Recommend to the Board the slate of nominees for election at the Company’s annual meeting of stockholders and qualified individuals to fill vacancies, if any, which occur between annual meetings.
    8. Review and assess on a continuing basis the Company’s corporate governance policies and practices and ethical standards and recommend changes to the Board as necessary.
    9. Review and assess on a continuing basis the Company’s business practices.
    10. Review adherence by directors and senior officers to the Company’s Code of Business Conduct and Ethics specifically applicable to such individuals.
    11. Review annually the Committee's performance and report results to the Board.
    12. Assess on a continuing basis the adequacy of the Committee's charter and recommend changes to the Board as necessary.
    13. Retain counsel, consultants and other experts as required to assist the Committee.
    14. Perform any other duties delegated to the Committee by the Board of Directors.