(as amended on December 10, 2009)

POLICY

The Board of Directors (the "Board") of Atlantic Tele-Network, Inc. (the "Company") has established an Audit Committee (the "Committee") with the authority, general responsibilities and specific duties described below.

MEMBERSHIP

The Committee shall consist of at least three directors, each of whom shall satisfy the independence and experience requirements of the Nasdaq Stock Market, Inc. Marketplace Rules and the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. Members of the Committee shall be considered independent if, among other things, they have no relationship to the Company that would interfere with the exercise of their independence from the Company or its management. A Committee member may not, other than in his or her capacity as a member of the Committee, the Board or any other Board committee, accept any consulting, advisory or other compensatory fee from the Company or be an affiliated person of the Company or any of the Company's subsidiaries. As determined by the Board, members of the Committee shall be financially literate at the time of appointment. At least one Committee member shall be an "audit committee financial expert" as defined in the rules promulgated by the Securities and Exchange Commission. The Board shall appoint the members of the Committee, including its Chair.

PURPOSE AND RESPONSIBILITIES

The Committee's responsibility is to assist the Board in fulfilling its fiduciary responsibilities to the stockholders as to the accounting policies, internal controls, financial reporting practices and business conduct of the Company. The Committee is vested with all responsibilities and authority required by Rule 10A-3 under the Securities Exchange Act of 1934. The Committee is authorized to engage, at the Company's expense, independent counsel and other advisors having special competence as necessary to assist the Committee in fulfilling its responsibility. 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 are complete and accurate and are in accordance with generally accepted accounting principles, which is the responsibility of the Company's management and/or the Company's independent accountant. The Company's independent accountant is ultimately accountable to the Committee.

ATTENDANCE

The Committee shall meet on at least a quarterly basis, or more frequently as circumstances require. All members of the Committee shall endeavor to be present, in person or by telephone, at all meetings; however, two Committee members shall constitute a quorum.

MINUTES OF MEETINGS

Minutes of each meeting shall be prepared and sent to Committee members and members of the Board who are not Committee members.

SPECIFIC DUTIES

The Committee shall have the following duties:

1. Review as appropriate with the Company's management and independent accountant the Company's policies and procedures to reasonably assess the adequacy of internal controls, the adequacy of the Company's accounting policies, systems and procedures, and the adequacy of the Company's financial reporting.
2. Establish, and review at least annually, procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
3. Periodically review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval.
4. Review and evaluate the effectiveness of the Company's risk assessment and risk management policies and processes. Review with the Company's management and independent accountant the adequacy of the Company's internal controls, including significant audit findings and recommendations and the adequacy of disclosures about changes in internal controls.
5. Consider the scope of the internal audit and the role of internal auditors.
6. With respect to the Company's independent accountant:
   1. Have ultimate authority and direct responsibility for the appointment, compensation, retention and oversight of the independent accountant who is responsible for preparing or issuing an audit report or related work;
   2. Evaluate the independent accountant's performance and terminate the services of the independent accountant as necessary;
   3. Determine the independence of the independent accountant by obtaining a formal written statement delineating all relationships between the independent accountant and the Company
   4. Be responsible for actively engaging in a dialogue with the independent accountant with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent accountant;
   5. Take appropriate action in response to the auditor's statement to ensure the independence of the independent accountant;
   6. Review, prior to the annual audit, the scope and general extent of the independent accountant's audit examinations;
   7. Discuss with the independent accountant the quality of the Company's financial accounting personnel, and any relevant recommendations that the independent accountant may have;
   8. Preapprove all audit and non-audit services provided to the Company by the independent accountant; provided that:
      • to the extent permitted under the Securities Exchange Act, the Committee need not preapprove de minimus services if such services are approved by the Committee or a designated Committee member as provided for below prior to completion of the audit;
      • any non-audit services approved by the Committee shall be disclosed to investors in the Company's periodic reports filed with the Securities and Exchange Commission;
      • the Committee may delegate to one or more designated Committee members the authority to grant approvals required hereunder;
      • the decisions of any Committee member so designated and authorized must be presented to the Committee at its next scheduled meeting; and
      • the independent accountant shall not be authorized to perform any prohibited non-audit services.
   9. Review with the independent accountant:
      • All alternative treatments of financial information within generally accepted accounting principles that have been discussed with the Company's management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accountant;
      • All critical accounting policies and practices to be used; and
      • Other material written communications between the independent accountant and the Company's management, such as any management letter or schedule of unadjusted differences.
   10. Instruct the independent accountant to communicate and report directly to the Audit Committee.
7. Review and discuss with the Company's management and the independent accountant, prior to filing or issuance thereof, the Company's financial statements and information, including the audited financial statements filed with the Company's Annual Reports on Form 10-K, the interim financial information filed with the Company's Quarterly Reports on Form 10-Q and any earnings press releases.
8. Review and discuss with the Company's independent accountant the matters required to be discussed by Statement on Auditing Standards Nos. 61 and 114, as may be modified or supplemented.
9. Review and discuss, and if appropriate, recommend to the Board that the audited financial statements be included in the Company's Annual Reports on Form 10-K.
10. Periodically review and assess the adequacy of the Company's Code of Ethics, Insider Trading Policy, Whistleblower Policy, Related Person Transaction Policies and Procedures and such other Company corporate governance policies as the Committee may deem appropriate. and recommend any proposed changes to the Board for approval.
11. Receive and review at least annually reports from the Company's management and internal legal counsel relating to legal and regulatory matters that may have a material impact on the Company's financial statements.
12. Report Committee actions to the Board with such recommendations as the Committee may deem appropriate.
13. Prepare the report required by the rules of the Securities and Exchange Commission to be included in the Company's annual proxy statements.
14. Perform such other functions as may be required by law, the Company's Certificate of Incorporation or By-Laws or as may be assigned to the Committee, with its concurrence, by the Board.
15. Periodically meet separately with each of Company management and independent accountant to discuss any matters that should be discussed privately with the Committee.
16. Meet privately with the independent accountant on at least a quarterly basis.
17. Review and approve related party transactions entered into by the Company in accordance with the requirements of the Nasdaq Stock Market, Inc., the Securities and Exchange Commission and the Atlantic Tele-Network, Inc. Related Person Transaction Policies and Procedures.

GENERAL

The Committee shall have such additional authority and duties as the Board by resolution shall prescribe.

HISTORY

Adopted: December 1, 2003
Amended: December 10, 2009

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Committee Members

Charles J. Roesslein
Martin L. Budd