Page 17 - 2021 Proxy Statement (03.10.2021 Draft)_Neat

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has three standing committees that conduct regular business: Audit Committee, Compensation
Committee, and Nominating and Corporate Governance Committee. Each of the Board committee charters is available
for viewing on the Fuel Tech web site at www.ftek.com.

Audit Committee

Current Members

Dennis L. Zeitler (Chair)
Sharon L. Jones
James J. Markowsky
Thomas S. Shaw, Jr.

Independence and Financial Expertise. Our Board has determined that each member of the Audit Committee
satisfies the current independence standards of NASDAQ and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934
(the “Exchange Act”). Our Board has determined that Mr. Zeitler, in light of his significant experience in positions requiring
financial oversight responsibility, qualifies as an Audit Committee “financial expert” as such term is defined in
Item 407(d)(5)(ii) of Regulation S-K and that all members of the Audit Committee satisfy the NASDAQ financial knowledge
and sophistication as described in NASD Rule 5605(c)(2)(A).

Primary Responsibilities. The Audit Committee is responsible for, among other things: (1) appointing, retaining,
compensating, evaluating and terminating our independent registered public accounting firm and approving in advance any
audit or non-audit engagement or relationship between us and such auditor; (2) approving the overall scope of the audit;
(3) assisting the Board in monitoring the integrity of our financial statements, the independent registered public accounting
firm’s qualifications and independence, the independent registered public accounting firm’s performance, and our internal
audit function and our compliance with legal and regulatory requirements; (4) annually reviewing the independent registered
public accounting firm’s report describing the independent registered public accounting firm’s internal quality-control
procedures and any material issues raised by the most recent internal quality-control review, peer review, or regulatory
review of the independent registered public accounting firm; (5) discussing the annual audited financial and quarterly
statements with management and the independent registered public accounting firm; (6) discussing earnings press
releases, as well as financial information and earnings guidance provided to analysts and rating agencies; (7) discussing
with management the Company’s major risk exposures and processes to monitor and control those exposures, including
risk assessment and risk management policies; (8) meeting separately, periodically, with management, internal auditors
and the independent registered public accounting firm; (9) reviewing with the independent registered public accounting firm
any audit problems or difficulties and management’s response; (10) setting clear hiring policies for employees or former
employees of the independent registered public accounting firm; (11) reviewing with management cyber-security needs;
(12) annually reviewing the adequacy of the Audit Committee’s written charter; (13) reviewing with management any legal
matters that may have a material impact on us and our financial statements; (14) reviewing the operation of the internal
audit function including the quality and adequacy of internal controls and significant reports to management; and (15)
reporting regularly to the full Board.

Charter. The Audit Committee is governed by the Audit Committee Charter, adopted by the Board. A copy of the
Committee Charter can be found online at www.ftek.com by clicking on the Corporate Governance link under the “About
Us” tab.

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