Audit Committee Charter
To fulfill responsibilities to the Company’s shareholders, potential shareholders, and the investment community, the Audit Committee will provide independent and objective oversight of the Company’s accounting functions and internal controls and will monitor the objectivity of the Company’s financial statements. The Committee will assist Board oversight of (1) the integrity of the Company’s financial statements, (2) the Company’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the Company’s internal audit function and independent auditor. In addition, the Committee will annually prepare the Audit Committee report for inclusion in the Company’s proxy statement and will provide an open avenue of communication between the Company’s financial management, internal auditor, independent auditor, and the Board of Directors.
II. COMMITTEE MEMBERS
The Committee shall be composed of at least three Directors appointed by the Board of Directors. Committee members shall not be officers or employees of the Company or one of its subsidiaries and shall, in the opinion of the Board, meet the independence and financial experience and financial literacy and expertise requirements of the New York Stock Exchange (“NYSE”) and/or relevant law. Under these requirements, each member of the Committee shall be free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as a Committee member. All members of the Committee shall have an understanding of basic finance and accounting practices. At least one member of the Committee must be an “audit committee financial expert” as defined in U.S. Securities Exchange Commission (“SEC”) and NYSE rules. A person who satisfies the definition of audit committee financial expert will be also presumed to have accounting or related financial management expertise. Committee members shall not simultaneously serve on the audit committees of more than two other public companies or the boards of more than three other public companies, absent a determination that such simultaneous service does not impair the ability of such member to effectively serve on the Committee.
III. COMMITTEE MEETINGS
The Committee shall meet at least four times a year, or more frequently as appropriate. The Committee shall meet with management, internal audit, and the independent auditor in separate executive sessions to discuss matters privately. All meetings shall be conducted pursuant to the applicable provisions of the Company’s by-laws. Meeting agendas will be prepared and provided in advance to Committee members, along with appropriate briefing materials. Minutes of meetings will be prepared and the Committee will report to the Board the results of its meetings. The Committee may form one or more sub-committees, each of which may take such actions as may be delegated by the Committee.
The Committee has sole authority and discretion to retain or obtain the advice of independent accountants, legal counsel or other advisors (together, “Advisors”). The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any Advisor retained by the Committee. The Company shall provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any such Advisor.
V. DUTIES AND RESPONSIBILITIES
While the Committee has the responsibilities and powers set forth in the Company’s by-laws and this charter, the Committee does not have the duty 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. This is the responsibility of management and the independent auditor. However, the Committee does have the following duties and responsibilities in addition to any similar matter that may be referred to the Committee from time to time by the full Board, the Chairman of the Board, or which the Committee raises on its own initiative:
1. Be directly responsible for the appointment, compensation, retention and oversight of the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the issuer. The independent auditor shall report directly to the Committee.
2. Review and approve in advance the independent auditor’s plan for the annual audit of the consolidated financial statements and internal controls over financial reporting of the Company, including scope and staffing.
3. Pre-approve all audit and permitted non-audit services to be provided by the independent auditor, and fees for such services. The Chairman of the Committee may pre-approve such services and fees when the need arises between regularly scheduled meetings of the Committee, provided that the Chairman shall report any such approval to the Committee at its next regularly scheduled meeting.
4. Evaluate the independent auditor’s qualifications, performance and independence, and present its findings to the Board, at least annually. The Committee shall review the independent auditor’s report by describing the firm’s internal quality control procedures and all material issues raised by the most recent internal quality control review, peer review or Public Company Accounting Oversight Board (United States) (“PCAOB”) review or inspection of the 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 firm, and all steps taken to deal with such issues; and (to assess the auditor’s independence) all relationships between the independent auditor and the listed company. The 3 Committee shall receive reports from the independent auditor not less than annually regarding the auditor’s independence and take appropriate action to satisfy itself of the auditor’s independence. The Committee shall review and evaluate the lead partner of the independent auditor, assure regular rotation of the lead partner as required by law, and consider whether there should be regular rotation of the audit firm itself.
5. Set an appropriate hiring policy for employees or former employees of the independent auditor with due regard for the continuing independence of the firm.
6. Review and discuss the results of the independent auditor’s annual audit or quarterly review, as applicable, and any other matters required to be communicated to the Committee by the independent auditor under applicable standards of the PCAOB or applicable law. The Committee shall discuss with the independent auditor any audit problems or difficulties, including any restrictions on scope or access to information and any significant disagreements with management and management’s response. The Committee shall be responsible for resolving any such disagreements.
Financial Reporting and Disclosure
7. Meet to review and discuss the annual audited financial statements and quarterly financial statements with management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” to monitor the adequacy of disclosure, including a discussion relating to the quality, not just acceptability, of accounting principles, and the completeness and clarity of the disclosures in the financial statements. The Committee’s review of the financial statements shall include: (1) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy and effectiveness of the Company’s internal control over financial reporting and any specific remedial actions adopted in light of significant deficiencies or material weaknesses; (2) discussions with management and the independent auditor regarding significant financial reporting issues and judgments made about the preparation of the financial statements and the reasonableness of those judgments, including analyses of the effects of alternative generally accepted accounting principle methods on the financial statements; (3) consideration of the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements.
8. Review and discuss with management and the independent auditor with respect to the annual financial statements: (1) all critical accounting policies and practices of the Company; (2) all material alternative treatments of financial information within 4 GAAP that have been discussed with management including the ramifications of the use of such alternatives, and the treatment preferred by the independent auditor; (3) other material written communications between the independent auditor and management.
9. Review and discuss annually with management its assessment of the effectiveness of the Company’s internal control structure and procedures for financial reporting. Review annually with the independent auditor the attestation to, and report on, the assessment of the effectiveness of internal controls made by management. Consider whether any changes to the internal controls or disclosure control processes or procedures are appropriate in light of management’s assessment or the independent auditor’s report.
10. Determine whether to recommend to the Board of Directors that the annual audited financial statements be included in the Company’s Form 10-K, following its review and discussion of the audited financial statements with management and the independent auditor, and its receipt of written disclosures and communications from the independent auditor.
11. Review and discuss, with management and the independent auditor, the Company’s earnings press releases, (paying particular attention to the use of any “pro forma” or “adjusted” non-GAAP, information)as well as financial information and earnings guidance provided to analysts and rating agencies. The Committee’s discussion of earnings releases as well as financial information and earnings guidance may be general (i.e. discussion of the types of information to be disclosed and the type of presentations to be made). The Committee need not discuss in advance each earnings release or each instance in which the Company may provide earnings guidance.
12. Review activities of the Company’s internal audit function, and its charter, audit plans, procedures and results, coordination with the independent auditor and continued overall effectiveness of the internal audit function. The Committee shall discuss the responsibilities, budget and staffing of the internal audit function. The Committee shall review the performance and approve the compensation of the chief internal audit officer.
Compliance and Risk Processes
13. Establish and maintain procedures for (a) the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal controls, and auditing matters, and (b) the confidential and anonymous submission by 5 employees of the Company of concerns with questionable accounting or auditing matters in accordance with relevant NYSE listing rules and law.
14. Review with management situations where new activities, major changes in operations, or other developments may create significant financial exposure for the Company. The Committee shall review policies and guidelines with respect to risk assessment and risk management, including management reports on the Company’s processes to manage and report risks related to fraud, litigation, contingent liabilities, and similar matters that may constitute significant financial risk exposures, reporting to the full Board of Directors as appropriate.
15. Review the Company’s code of conduct and management reports on employee compliance. The Committee shall monitor Company activities that are designed to ensure compliance with the code and review management findings involving significant lapses of ethical conduct, fraud, or criminal conduct.
16. Ensure the annual review of the structure and performance of the Company’s environmental, health and safety function by the Committee or by the full Board.
17. The Committee may conduct or authorize investigations into any matters within the Committee’s scope of responsibilities and, in connection therewith, may retain independent counsel, accountants, or others to assist it.
18. Make regular reports to the Board reviewing any issues that arise with respect to the quality or integrity of the financial statements, the listed company’s compliance with legal or regulatory requirements, the performance and independence of the listed company independent auditors, or the performance of the internal audit function.
19. Annually review the Committee’s charter and operations and recommend any proposed changes to the Board for its approval.
20. Annually prepare and cause to be filed in the Company’s annual proxy statement a report to stockholders as required by the SEC.
21. Evaluate annually its performance in accordance with relevant NYSE listing rules and law.