AMCOL INTERNATIONAL CORPORATION
AUDIT COMMITTEE CHARTER

ORGANIZATION

There shall be an Audit Committee of the Board of Directors, consisting of no less than three members, whose members shall meet the independence and experience requirements of any applicable laws and regulations. The Board of Directors shall appoint and replace the members on recommendation of the Nominating and Governance Committee. Each member will be “financially literate” (or will become so within a reasonable time after his or her appointment to the Audit Committee), and at least one member of the Audit Committee shall have accounting or related financial management expertise as determined by the Board in its business judgment.

No Director may serve as a member of the Audit Committee if such Director serves on the audit committees of more than two other public companies unless the Board of Directors determines that such simultaneous service would not impair the ability of such Director to effectively serve on the Audit Committee.

No member of the Audit Committee may receive any compensation from the Company other than: (i) director’s fees (including an equity based component, if any), and (ii) a pension or other deferred compensation for prior service that is not contingent on future service.

STATEMENT OF PURPOSE

The Audit Committee shall provide assistance to the Board of Directors in fulfilling the Board’s oversight responsibility by monitoring: (1) the integrity of the financial statements of the Company, (2) the independent auditor’s qualifications and independence, (3) the compliance by the Company with legal and regulatory requirements pertaining to the financial statements, and (4) the performance of the Company’s internal audit function and independent auditors.

DUTIES AND RESPONSIBILITIES

The Audit Committee has the authority to engage independent legal, accounting or other advisors as it deems necessary to carry out its duties. The Company shall provide funding for any advisor employed by the Committee as well as for administrative expenses that are necessary or appropriate in carrying out the Committee’s duties.

The Audit Committee shall make regular reports to the Board. The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. The Committee shall annually review the Committee’s own performance.

The Audit Committee shall be directly responsible for the appointment, compensation, retention and oversight of the outside auditors, which outside auditors shall report directly to the Committee. The Audit Committee may consult with Management, but shall not delegate these responsibilities.

The Audit Committee shall prepare an Audit Committee Report required by the rules of the Securities and Exchange Commission to be included in the Company’s annual proxy statement.

The Audit Committee shall have direct responsibility to review and approve waivers of the Company’s Code of Business Conduct and Ethics for directors, officers, and “affiliates” of the Company (as that term is defined in Rule 144 of the Securities Act of 1933).

Meetings

The Audit Committee shall meet as often as it determines, but not less frequently than quarterly. The Audit Committee shall meet periodically with Management, the internal auditors and the independent auditors in separate executive sessions. The Audit Committee may request any officer or employee of the Company, or the Company’s outside counsel or independent auditor, to attend a meeting of the Committee, or to meet with any member of or consultants to the Committee.

In addition to the foregoing responsibilities, the Audit Committee will:

Financial Statement and Disclosure Matters

1. Review and discuss annual audited financial statements and quarterly financial statements, prior to filing, with Management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” With respect to the annual audited financial statements, the Committee shall also recommend whether such audited financial statements should be included in the Company’s Form 10-K.

2. Review with management: (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, (ii) any major issues as to the adequacy of the Company’s internal controls and any special audit steps which should be adopted in light of material control deficiencies, and (iii) analyses prepared by Management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the Company’s financial statements.

3. Discuss, generally, the Company’s earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee need not discuss each earnings release in advance of release. The Committee shall discuss the type of information to be disclosed and the type of presentation to be made in the Company’s earnings press releases (determine the advisability of the use of “pro forma” or “adjusted” non-GAAP information).

4. Discuss with the independent auditor the effect of regulatory and accounting initiatives, as well as the advisability of the use of off-balance sheet structures, on the Company’s financial statements.

5. Discuss with Management the Company’s major financial risk exposures and the steps Management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies.

6. Review with the independent auditor any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or on access to requested information, and any material disagreements with Management.

7. Review disclosure made to the Audit Committee and independent auditor by the Company’s CEO and CFO during their certification process on Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving Management or other employees who have a significant role in the Company’s internal controls.

Oversight of the Company’s Relationship with the Independent Auditor

1. Evaluate the independent auditor’s qualifications, performance and independence, including a review of the lead audit partner. In making its evaluation, the Audit Committee will take into account opinions of Management and the Company’s internal auditors (or other personnel responsible for the internal audit function). The Committee should present its conclusions with respect to the independent auditor to the full board.

2. Obtain and review a report from the independent auditor at least annually describing: the auditing firm’s internal quality-control procedures; any material issues raised by the most recent internal quality-control review or peer review of the auditing firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the auditing firm, and any steps taken to deal with any such issues; and all relationships between the independent auditor and the Company (to assess the auditor’s independence).

3. Assure that any required rotation of the lead audit partner is implemented and consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the independent auditing firm itself on a regular basis. Conclusions concerning such rotation will be presented to the full board.

4. Recommend to the Board policies for the Company’s hiring of employees or former employees of the independent auditor who were engaged on the Company’s account.

5. Pre-approve all audit and non-audit services performed by the independent auditors. For purposes of disclosure in the Company’s annual report and proxy statement, the Committee will communicate its pre-approval policies and procedures and any pre-approved services to Management.

Oversight of the Company’s Internal Audit Function

1. Ascertain that the internal audit function is carried out effectively.

2. Discuss with the independent auditor the internal audit function including the responsibilities, budget and staffing of the Company’s internal audit function.

Compliance Oversight Responsibilities

1. Establish 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 concerns regarding questionable accounting or auditing matters.

2. Discuss with Management and the independent auditor any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies.

3. Discuss with the Company’s legal counsel any legal matters that may have a material impact on the financial statements or the Company’s compliance policies.

LIMITATION OF AUDIT COMMITTEE’S ROLE

While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit 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.