Audit Committee Members
Frank C. Herringer, Chair
François de Carbonnel
Rebecca M. Henderson
Charles M. Holley, Jr.
Ellen J. Kullman
Audit Committee Charter
As amended October 10, 2012
The purpose of the Audit Committee (the "Committee") is to oversee the accounting and financial reporting processes of the Company and the audits of the financial statements of the Company as required by the rules and regulations of The Nasdaq Stock Market, Inc. (the "NASDAQ"). In addition, the Committee assists the Board of Directors (the "Board") in fulfilling its fiduciary responsibilities with respect to the oversight of the Company's affairs in the areas of financial accounting and reporting, the underlying internal controls and procedures over financial reporting, and the audits of the financial statements of the Company.
The Committee must be composed of at least three (3) members of the Board, one (1) of whom shall be designated as the Chair. Each member of the Committee must possess the necessary skills in finance or accounting as required by the rules and regulations of the NASDAQ, and, in addition, at least one (1) member shall possess such additional financial experience as required by the rules and regulations of the NASDAQ.
Each member of the Committee shall qualify as independent under the rules and regulations of the NASDAQ and the Securities and Exchange Commission (the "SEC").
Meetings and Procedures
The Committee will meet at least four (4) times each year, with additional meetings held as deemed necessary.
The Committee shall maintain written minutes or other records of its meetings and activities. Minutes of each meeting of the Committee shall be distributed to each member of the Committee. The Secretary of the Company shall retain the original signed minutes for filing with the corporate records of the Company.
The Chair of the Committee shall report to the Board following meetings of the Committee and as otherwise requested by the Board.
The Committee shall carry out its responsibilities through its interactions and discussions with the Company's management, internal auditors and independent auditors, as outlined below. The Committee may also engage independent counsel and other advisors, as it deems necessary.
The Committee shall be the party to whom the independent auditors report and to whom they are ultimately accountable in connection with their audit of the Company's annual financial statements and related services. In this regard, the Committee has sole authority for the appointment, compensation, retention and oversight of the work of the independent auditors, and, where appropriate, for replacing the independent auditors. The Committee will review with the independent auditors any audit problems or disagreements between management and the independent auditors regarding accounting, financial reporting and related matters and management's responses to such matters.
The Committee will have full access to the Company's books and records.
As required by applicable laws, rules and regulations of the SEC, the Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditor for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, for payment of compensation to any advisors employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
In carrying out its responsibilities, the Committee shall be responsible for:
- Fostering an environment conducive to open and frank discussion among management, the internal auditors, the independent auditors, and the Committee members.
- Meeting periodically with management, the internal auditors and the independent auditors in separate executive sessions to discuss matters which the Committee members or these groups believe should be discussed privately.
- Providing feedback, at least annually, to the internal auditors and the independent auditors on their performance.
- Reviewing and discussing with the internal auditors their annual audit scope and plan, including any changes thereto.
- Discussing, at least annually, with the internal auditors significant findings resulting from their audits.
- Discussing at least annually with management, the internal auditors and the independent auditors the adequacy and effectiveness of the Company's internal controls over financial reporting, disclosure controls and procedures, the integrity of its financial reporting processes, and the adequacy of its financial risk management programs and policies and enterprise risk management issues relating thereto, including recommendations for any improvements in these areas.
- Reviewing with the independent auditors their audit scope and plan with respect to their audit of the Company's annual financial statements and their reviews of the Company's unaudited quarterly financial statements, including any changes thereto.
- Before the independent auditors are engaged by the Company or its subsidiaries to render audit or non-audit services, the Committee shall pre-approve the engagement as required by the rules and regulations of the SEC. The Committee may delegate to one or more designated members of the Committee the authority to grant pre-approvals, provided such approvals are presented to the Committee at a subsequent meeting.
- Obtaining and reviewing, at least annually, a report from the independent auditors describing (i) the auditing firm's internal quality control procedures, and (ii) any material issues raised by the auditing firm's internal quality control reviews, by peer reviews of the firm, or by any governmental or other inquiry or investigation relating to the audit of the Company. The Committee will also review steps taken by the auditing firm to address findings in any of the foregoing reviews.
- Reviewing and discussing with management the Company's financial results, including a draft of the earnings press releases, prior to issuing the Company's quarterly and year-end earnings press releases.
- Reviewing and discussing with management and the independent auditors all significant matters related to the independent auditors' review of the unaudited balance sheet and statement of operations, prior to the Company issuing the quarterly earnings press releases.
- Prior to the Company filing the Annual Report on Form 10-K (the "Form 10-K"), including the Management's Discussion and Analysis of Financial Condition and Results of Operation section, with the SEC:
- Reviewing and discussing the Company's audited annual financial statements included in the Form 10-K with management and the independent auditors.
- Discussing with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61, as modified or supplemented.
- Discussing all relationships between the independent auditors and the Company, as disclosed in the written statement provided by the independent auditors in accordance with the requirements of Independence Standards Board Standard No. 1, as modified or supplemented, which may impact the independence of the independent auditors and taking, or recommending that the Board take appropriate action, if needed, to oversee the independence of the independent auditors.
- Based on the results of the review and discussions in A, B, and C above, determining whether to recommend to the Board that such financial statements be included in the Form 10-K for filing with the SEC.
- For the purposes of disclosure in the Company's proxy statement:
- Providing a report from the Committee to be included in the Company's proxy statement related to the performance of certain of the Committee's responsibilities, as required by the rules and regulations of the SEC.
- The Committee shall, if applicable, consider whether the independent auditors' provision of any permitted information technology services or other non-audit services to the Company is compatible with maintaining the independence of the independent auditors.
- Establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls, or auditing matters, and the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters, as required by the rules and regulations of the SEC.
- Reviewing with the independent auditors, as required by the rules and regulations of the SEC:
- All critical accounting policies and practices used by the Company,
- All alternative treatments within generally accepted accounting principles for policies and practices related to material items that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors, and
- Other material written communications between the independent auditors and management.
- Establishing policies for the hiring of employees or former employees of the independent auditors, as required by the rules and regulations of the SEC.
- Reviewing and approving all related party transactions, as required by the NASDAQ.
- Reviewing and approving any material off-balance sheet arrangements or other material financial arrangements of the Company that do not appear on the financial statements of the Company.
The Committee shall conduct an annual evaluation of the effectiveness of the Committee.
The Committee shall review and reassess the Committee's charter at least annually, and submit any recommended changes to the Board for its consideration.