Organization and Statement of Policy

The Audit Committee of the Board of Directors of Chase Corporation shall have a minimum of three members and be composed entirely of Directors who are independent of the management of Chase Corporation. They should be free of any relationship that in the opinion of the Board would interfere with their exercise of independent judgment as Committee members. All Committee members must be able to read and understand fundamental financial statements. At least one Committee member must have past or present employment experience in finance or accounting with professional certification or have background as chief executive or financial officer or other senior officer status with financial oversight responsibilities (qualified financial expert).

Statement of Policy
The Audit Committee shall assist the Board in fulfilling its responsibilities to the shareholders and investment community relating to the quality, completeness and objectivity of financial reporting, the effectiveness and efficiency of operations and internal controls, and compliance with applicable laws and regulations. The outside auditor is accountable to the Board of Directors and the Audit Committee. The Committee shall have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the outside auditor. The Committee shall meet as least four times per year and each time the Company proposes to issue a press release with its quarterly earnings information.

Authority

The Audit Committee shall have the resources and authority appropriate to discharge its responsibilities, including the authority to retain special counsel and other experts at the expense of the Company without prior consent of the Board.

Responsibilities

In carrying out its responsibilities, the Audit Committee will:

• Review and recommend to the Board the outside auditors to be selected, including a review of the proposed fee to determine if it is appropriate for the services they render
• Create direct and open lines of communication with the outside auditors
• Meet with the outside auditors to review the scope of the proposed annual audit and the audit procedure to be performed; review critical accounting policies and practices, alternative treatments within GAAP and other written communications
• Meet with the outside auditors at the conclusion of the audit, to review the results of the audit, including the form of opinion the auditors propose to render and any comments or recommendations of the outside auditors, and report the results of the annual audit to the Board
• Secure at least annually a representation from the outside auditors as to their independence from Management, taking into consideration whether the auditors provide any consulting to Management
• Meet in executive sessions with the outside auditors, CEO, CFO, general counsel, outside counsel and/or anyone else as desired by the Committee
• Submit to the Board the minutes of all Committee meetings and discuss the matters considered at each meeting
• Establish the audit fees of the independent auditors, pre-approve any non-audit services provided by the independent auditors, including tax planning services which will exceed $20,000 per project before the services are rendered
• Discuss with external auditors any significant matters regarding internal control and other financial reporting matters that may have come to their attention during the audit
• Review and discuss with professionals any items of potential and/or actual material risk to the Company
• Establish the Company’s policy regarding reporting of irregularities, financial or otherwise.

Membership

Members of the Committee are barred from accepting any consulting, advisory or other compensatory fees from the company or any subsidiary thereof, other than in the member’s capacity as a member of the board of directors and any board committee and that any member may not be an “affiliated person” of the issuer or any subsidiary apart from his or her capacity as a member of the board and any board committee.