The DHI Group, Inc. Audit Committee assists the board in monitoring the audit of the company’s financial statements, the
independent auditors’ qualifications and independence, the performance of audit function and independent auditors, and compliance with legal
and regulatory requirements. The Audit Committee has direct responsibility for the appointment, compensation, retention (including termination)
and oversight of the company’s independent auditors, and the independent auditors report directly to the Audit Committee. The Audit
Committee will also review and approve related-party transactions as required by the rules of the NYSE.