Audit Committee Charter
Audit Committee Charter
The purpose of the Audit Committee of the Board of Directors (the “Board”) of the Company is to assist the Board in its oversight of, (i) the integrity of the Company’s financial statements and internal controls over financial reporting, (ii) the independence, qualifications and performance of the Company’s independent auditor, (iii) the performance of the Company’s internal audit function, and (iv) the Company’s compliance with legal and regulatory requirements. The Audit Committee also prepares the 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 consist of at least three members of the Board who satisfy the independence requirements of the New York Stock Exchange and the Securities and Exchange Commission. The Board shall designate one member as Chairperson or delegate authority to designate a Chairperson to the Audit Committee. Each member of the Audit Committee shall be financially literate and at least one member of the Audit Committee shall be an “audit committee financial expert” as defined by the Securities and Exchange Commission. Audit Committee members shall be appointed by the Board, shall serve for terms the Board determines, may not simultaneously serve on more than three public audit committees (unless Board approved), and may be removed by the Board in its discretion.
The Audit Committee shall have the authority to retain such outside legal, accounting or other consultants or advisors as it determines appropriate to assist it in the performance of its functions, or to advise or inform the Audit Committee. The Audit Committee may also meet with investment bankers, financial analysts or other advisors. The Audit Committee may request any officer or employee of the Company, the Company’s outside counsel, or independent auditor to attend an Audit Committee meeting or to meet with any members of, or consultants to, the Audit Committee. The Audit Committee shall have unrestricted access and may also, from time to time as appropriate, delegate certain duties and responsibilities of the Audit Committee to one or more of its members. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent auditor and to any advisors retained by the Audit Committee.
Duties and Responsibilities
On behalf of the Board, the Audit Committee shall, among its duties and responsibilities:
1. Review and discuss the annual audited 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,” and recommend to the Board whether the financial statements should be included in the Company’s Annual Report on Form 10-K. The review of the annual audited financial statements also includes a review of any transactions as to which management obtained a letter pursuant to Statement on Auditing Standards No. 50 and any other material written communications from the independent auditor.
2. Review and discuss with management and the independent auditor the Company’s quarterly financial statements prior to filing the Form 10-Q, including the results of the independent auditor’s review of them and the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Discuss the results of the quarterly review and any other matters required to be communicated by the independent auditor under Public Company Accounting Oversight Board (PCAOB) standards.
3. Review major changes to the Company’s auditing and accounting principles and practices as suggested by the independent auditor, internal auditors or management, significant issues and judgments (including the quality of those judgments) regarding accounting and auditing principles and practices, and the effect of regulatory and accounting initiatives on the Company’s financial statements.
4. Meet separately, periodically, with management, with internal auditors (or other personnel responsible for the internal audit function) and with the Company’s independent auditors.
5. The Audit Committee shall be directly responsible, in its capacity as a committee of the Board, for the appointment, compensation and oversight of the work of the independent auditor for the purpose of preparing or issuing an audit report or related work. In this regard, the Audit Committee shall appoint, retain, compensate, evaluate, and terminate when appropriate, the independent auditor, which shall report directly to the Audit Committee.
6. Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for the Company by its independent auditor and establish policies and procedures for the engagement of the independent auditor to provide auditing and permitted non-audit services.
7. Obtain and review, at least annually, a report by the independent auditor describing: (i) the independent auditor’s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, 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 independent auditor, (iii) any steps taken to deal with any such issues; and (iv) to assess the auditor’s independence, all relationships between the independent auditor and the Company.
8. Receive, at least annually, and discuss with the independent auditor the auditor’s report regarding its independence.
9. Meet with the independent auditor prior to the audit to review the scope and planning of the audit.
10. Review with the independent auditor the results of the annual audit examination, including any issues the auditor may have encountered in the course of its audit work and management’s response as required under the PCAOB standards. This review should include, among other things, any management letter, any restrictions on the scope of activities or access to required information, changes required in the planned scope of the internal audit, and assurance that Section 10A(b) of the Exchange Act (illegal acts) has not been implicated.
11. Discuss with management its process for performing its required quarterly and annual certifications under Section 302 of the Sarbanes-Oxley Act.
12. Review and approve all related-party transactions required to be disclosed under SEC Regulation S-K, Item 404. Discuss with management and independent auditor whether appropriate disclosures have been made.
13. Discuss the Company’s earnings press releases and corporate policies with respect to earnings releases and financial information and earnings guidance provided to analysts and rating agencies.
14. Discuss with management the Company’s policies with respect to risk assessment and risk management, including the risk of fraud. The Audit Committee shall also discuss major litigation and financial risk exposures and the steps management has taken to monitor and control such exposures.
15. Review the adequacy and effectiveness of the Company’s internal controls, including any significant deficiencies or material weaknesses in internal controls and any significant changes in such controls reported to the Audit Committee by the independent auditor, the internal auditor or management. This includes review over the adequacy and effectiveness of the Company’s disclosure controls and procedures and overall anti-fraud program and controls.
16. Review with the independent auditor and the internal auditor the scope and results of the internal audit program, including responsibilities, budget and the adequacy of staffing. Review the appointment and replacement of the Chief Audit Executive of the internal audit department, which shall report directly to the Audit Committee.
17. Review candidates for the positions of Chief Financial Officer and Controller of the Company.
18. 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. Meet with management periodically to review complaint activity.
19. Establish policies for hiring employees and former employees of the independent auditor.
20. Advise the Board with respect to the Company’s policies and procedures regarding compliance with applicable laws and regulations and with the Company’s Code of Business Conduct and Ethics.
21. Review with the Company’s General Counsel and independent auditor (i) legal matters that may have a material impact on the financial statements, (ii) accounting or compliance policies, and (iii) any material reports or inquiries received from regulators, governmental agencies or employees that raise material issues regarding the Company’s financial statements and accounting or compliance policies.
22. Review the adequacy of this Charter annually and recommend any changes to the Board for approval.
23. Conduct an annual performance evaluation of the Audit Committee, including adherence to this Charter.
24. Perform such other duties and responsibilities (including investigating any matter brought to its attention with unrestricted access to Company records, facilities, employees, counsel and/or outside advisors) consistent with this Charter, the Company’s bylaws, governing laws, regulations, or other requirements.
The Audit Committee shall meet at least four times per year, either in person or telephonically, and at such times and places as the Audit Committee shall determine. A majority of the members of the Audit Committee shall constitute a quorum. The Audit Committee shall act on the affirmative vote of a majority of members present at any meeting at which a quorum is present. Without a meeting, the Audit Committee may act by unanimous written consent of all members. The Audit Committee shall maintain minutes of the meetings and any written consents to take action. The Audit Committee shall meet with the Chief Financial Officer, the controller, the Chief Audit Executive of the internal audit department, and the independent auditor in separate executive sessions periodically. The Audit Committee shall report regularly to the Board.
Last updated January 2019