Audit Committee Charter

AUDIT COMMITTEE CHARTER: SAMPLE 1
PURPOSE
The audit committee (the committee) of the board of directors (the board) of Company XYZ (the company) should
provide assistance to the board when fulfilling its responsibilities to the company and to its shareholders, potential
shareholders, the investment community and other stakeholders with respect to its oversight of the following:
• The quality and integrity of the company’s accounting and reporting practices and controls.
• The company’s financial statements and reports.
• The company’s compliance with legal and regulatory requirements.
• The independent auditor’s qualifications and independence.
• The performance of the company’s internal audit function and independent auditors.
The committee will fulfill these responsibilities primarily by carrying out the activities enumerated in Section IV of
this charter.
COMPOSITION
The committee should comprise three or more members of the board, each of whom should be determined by the
board independently under the rules of the New York Stock Exchange and any other applicable listing or legal
requirements, including the more rigorous independence requirements applicable specifically to audit committee
members.
All members of the committee should have a working familiarity with basic finance and accounting practices, and
at least one member of the committee should be an “audit committee financial expert” as defined by the securities
and Exchange Commission (SEC). Committee members should have other similiar qualities as the board
determines appropriate.
The members of the committee should be appointed by the board at its annual organizational meeting and should
serve until the board’s next organizational meeting or until their successors are duly qualified and elected. The
members of the committee may be removed, with or without cause, by a majority vote of the board.
Unless a chairperson is elected by the full board, the members of the committee may designate a chairperson by
majority votes of the full committee membership. The chairperson will chair all regular sessions of the committee
and set the agenda for the committee meetings.
MEETINGS
The committee should meet at least four times annually or more frequently as their responsibilities dictate. As part
of its job to foster open communication, the committee should, at least annually, meet separately with
management, the director of the internal audit department and the independent auditors to discuss any matters
that the committee or any of these groups believes should be discussed privately. Also, the committee should
meet with the independent auditors and management quarterly to review the company’s financial statements and
reports consistent with Section IV below. The committee may meet in person or through telephone at any time.
All members of the board who are not members of the committee may attend meetings of the committee but may
not vote. The committee may invite any management or other personnel of the company, or any third parties, to
its meetings as deemed appropriate to carry out its responsibilities.
2 Source: www.knowledgeleader.com
RESPONSIBILITIES AND DUTIES
The committee, discharging its oversight role, is empowered to study or investigate any matter of interest or
concern that it deems appropriate. The committee should have the authority to retain outside legal, accounting or
other advisors for this or any other purpose, including the authority to approve the fees payable to these advisors
and any other terms of retention.
The committee should be given full access to the company’s internal audit group, management, personnel and
independent auditors as necessary to carry out these responsibilities. While acting within the scope of its stated
purpose, the committee should have the authority of the board. To fulfill its responsibilities and duties, the
committee should perform the following:
DOCUMENTS/REPORTS REVIEW
• Review the company’s annual audited financial statements and any quarterly financial statements and reports,
including the company’s disclosures under the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and a discussion with the independent accountants of the matters required to be
discussed by Statements on Auditing Standards Nos. 61 and 71, with management and the independent
auditors, before public dissemination, as applicable.
• Review and discuss the company’s earnings press releases, as well as financial information and earnings
guidance provided to analysts and rating agencies, with management and the independent auditors.
INDEPENDENT AUDITORS
• Retain (and terminate, as the case may be) the company’s independent auditors (subject to shareholder
ratification) and approve all audit engagement fees and terms.
• Oversee the work of any registered public accounting firm employed by the company, including the resolution
of any disagreement between management and the independent auditor regarding financial reporting, when
preparing or issuing an audit report or related work.
• Approve any audit and any permissible non-audit engagement or relationship between the company and the
independent auditors in advance.
• Review the qualifications, performance, and independence of the independent auditors at least annually. The
committee should perform the following when conducting its review and evaluation:
− Obtain and review a report by the company’s independent auditors describing the following:
◦ The auditing firm’s internal quality control procedures.
◦ Any material issues raised by the most recent internal quality control review or peer
review of the auditing 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 auditing
firm and any steps taken to deal with any such issues.
◦ All relationships between the independent auditors and the company (to enable the
assessment of the independent auditors’ independence).
− Ensure the rotation of the lead audit partner and reviewing partner on the schedule required by
the SEC, the Public Accounting Oversight Board (PCAOB) or any other applicable authority. As part of its
review, the committee should confirm with any independent auditors providing audit services in any fiscal
year that the lead (or coordinating) audit partner (having primary responsibility for the audit) or the audit
partner responsible for reviewing the audit has not performed audit services for the company in any of the
five previous fiscal years of the company.
− Consider the opinions of management and the company’s internal auditors (or of other personnel
responsible for their internal audit function).
− Receive written statements from these auditors as required by Independence Standards Board
State No. 1 or any other applicable rules and recommend actions to the board and\or management that are
deemed appropriate to ensure the independence of external auditors.
− Review with the independent auditors any audit problems or difficulties and management’s
response.
− Define hiring policies to be implemented by the company for employees or former employees of
the independent auditors to ensure independence.
FINANCIAL REPORTING PROCESS AND CONTROLS

• Review, in consultation with the independent auditors and the internal auditors, the integrity of the company’s
internal and external financial reporting processes and controls. In this regard, the committee should obtain
and discuss with management and the independent auditors all reports from management and the
independent auditors regarding:
− All critical accounting policies and practices the company should use.
− Analyses prepared by management and/or the independent auditors setting forth significant
financial reporting issues and judgments made in connection with preparing financial statements, including
all alternative treatments of financial information within Generally Accepted Accounting Principles (GAAP)
that have been discussed with the company’s management, the ramifications of the use of the alternative
disclosures and treatments, and the treatment preferred by the independent auditors.
− Major issues regarding accounting principles and financial statement presentations, including any
significant changes in the company’s selection or application of the accounting principles.
− Major issues as to the adequacy of the company’s internal controls and any specific audit steps
adopted in the light of material control deficiencies.
− Any other material written communications between the independent auditor and the company’s
management.
• Review the effect of regulatory and accounting initiatives periodically, as well as off-balance sheet structures (if
any), on the financial statements of the company.
• Establish regular systems of reporting to the committee by each member of management, the independent
auditors and the internal auditors regarding any significant judgements made during management’s
preparation of the financial statements and any significant difficulties encountered during the course of the
review or audit, including any restrictions on the scope of work or access to requested information.
• Review any significant disagreement between management and the independent auditors or the internal
auditing department in connection with the preparation of the financial statements and management’s
response to these matters.
• Review and discuss with the independent auditors the responsibilities, budget and staffing of the company’s
internal audit function.
LEGAL/COMPLIANCE/GENERAL
• Review, with the company’s counsel, any legal matter that could have a significant impact on the company’s
financial statements or operations.
• Report the following regularly to the board:
− Any issues that arise regarding the quality or integrity of the company’s financial statements, the
company’s compliance with legal and regulatory requirements, the performance and independence of the
company’s independent auditors, or the performance of the internal audit function.
− Other matters that are relevant to the committee’s discharge of its responsibilities.
− Minutes or other records of meetings and activities of the committee.
ANNUAL PERFORMANCE EVALUATION
The committee should perform a review and evaluation, at least annually, of its performance and its members,
including reviewing the compliance of the committee with this charter. Also, the committee should review and
reassess, at least annually, the adequacy of this charter and recommend to the board any improvements to this
charter that the committee considers necessary or valuable. The board should also issue an annual evaluation of
the committee’s performance.
The committee of the board should consist of a minimum of X directors. Members of the committee should be
appointed by the board upon the recommendation of the XYZ Committee and may be removed by the board at its
discretion. All members of the committee should be independent directors under the New York Stock Exchange’s
listing requirements and the company’s independence guidelines, and should also satisfy the SEC’s more
rigorous independence requirement. All members should have sufficient financial experience and an ability to
enable them to discharge their responsibilities, and at least one member should be a financial expert.
The purpose of the committee is to assist the board in its oversight of the integrity of the financial statements of
the company, the company’s compliance with legal and regulatory requirements of the independence and
qualifications of the independent auditor, and the performance of the company’s internal audit function and
independent auditors.
Furthermore, the committee should have the following authority and responsibilities:
• Discuss the annual audited financial statements and quarterly financial statements, including matters required
to be reviewed under applicable legal, regulatory or New York Stock Exchange requirements, with
management and the independent auditor.
• Discuss earnings press releases and financial information and earnings guidance provided to analysts and to
rating agencies with management and the independent auditor, as appropriate.
• Select the independent auditor to examine the company’s accounts, controls, and financial statements. The
committee should have the sole authority and responsibility to select, evaluate, compensate and oversee the
work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or
performing other audit, review or attest services for the company (including resolution of disagreements
between management and the auditor regarding financial reporting). The independent auditor and each
registered public accounting firm will report directly to the committee. The committee should have the sole
authority to approve all audit engagement fees and terms and the committee, or a member of the committee,
must pre-approve any audit and non-audit services provided to the company by the company’s independent
auditor.
• Discuss any audit problems or difficulties with management and the independent auditor, as appropriate, and
management’s response and the company’s risk assessment and risk management policies, including the
company’s major financial risk exposure and steps taken by management to monitor and mitigate such
exposure.
• Review the company’s financial reporting and accounting standards and principles, significant changes in such
standards or principles or in their application, and the key accounting decisions affecting the company’s
financial statements, including alternatives to, and the rationale for, the decisions made.
• Review and approve the internal corporate audit staff functions, including:
− Purpose, authority, and organizational reporting lines.
− Annual audit plan, budget, and staffing.
− Concurrence in the appointment, compensation, and rotation of the vice president-corporate audit
staff.
• Review the company’s internal system of audit and financial controls and the results of internal audits with the
senior vice president of finance, the vice president corporate audit staff or others the committee deems
appropriate.
• Obtain and review, at least annually, a formal written report from the independent auditor delineating: the
auditing firm’s internal quality control procedures and any material issues raised within the preceding five years
by the auditing firm’s internal quality control reviews, peer reviews of the firm, or any governmental or other
inquiry or investigation related to any audit conducted by the firm. The committee will also review steps taken
by the auditing firm to address any findings in any of the foregoing reviews. Also, in order to assess auditor
independence, the committee will review, at least annually, all relationships between the independent auditor
and the company.
• Prepare and publish an annual committee report in the company’s proxy statement.
• Set policies for hiring employees or former employees of the company’s independent auditor.
• Review and investigate any matters pertaining to the integrity of management, including conflicts of interest or
adherence to standards of business conduct as required in the policies of the company. This should include
regular reviews of the compliance processes in general and the corporate ombudsman process in particular. In
connection with these reviews, the committee will meet, as deemed appropriate, with the general counsel and
other company officers or employees.
• Establish procedures for the receipt, retention, and treatment of complaints on accounting, internal accounting
controls or auditing matters, as well as for confidential, anonymous submissions by company employees of
concerns regarding questionable accounting or auditing matters.
At least quarterly, the committee should meet separately with the corporate audit staff and also with the
company’s independent auditors.
The committee should have authority to retain such outside counsel, experts and other advisors, as the committee
may deem appropriate in its sole discretion. The committee should have sole authority to approve related fees
and retention terms.
PURPOSE
The committee should provide assistance to the company’s board of directors when fulfilling its responsibility to
shareholders, the investment community and governmental agencies that regulate the activities of the company
with respect to oversight of:
• The integrity of the company’s financial reporting process and financial statements and systems of internal
controls.
• The independent auditor’s qualifications and independence and performance.
• The performance of the company’s internal audit function.
The committee should prepare the report that SEC rules require to be included in the company’s annual proxy
statement.
STRUCTURE AND OPERATIONS
COMPENSATION AND QUALIFICATIONS

The committee should be composed of three or more directors, as determined by the board, each of whom is
determined by the board to be “independent” under the rules of the New York Stock Exchange and Section
10A(m)(3) of the Securities Exchange Act of 1934, as amended (the Exchange Act), and the Rules and
Regulations (the Regulations) of the SEC under the Exchange Act. All members of the committee should be
financially literate, as the board interprets such qualification in its business judgment, or should become financially
literate within a reasonable period after their appointment to the committee. Also, at least one member should
have accounting or related financial management expertise, as the board interprets such qualification in its
business judgment, and, if required by the board, at least one member should be an “audit committee financial
expert” as that term is defined in the Regulations.
Committee members may not serve on audit committees of more than X public companies, that is, companies,
the securities of which are registered under Section 12 of the Exchange Act or that are required to file reports
under Section 15(d) of the Exchange Act, or that files or has filed a registration statement that has not yet become
effective under the Securities Act of 1933 and that it has not withdrawn, including the company, unless the board
achieves the following:
• Determine that simultaneous services would not impair the ability of members to effectively serve on the
committee.
• Disclose this determination in the annual proxy statement. Service on the company’s audit committee and the
audit committee of any of its subsidiaries should be deemed as service on one audit committee for purposes of
this paragraph.
Committee members should not receive compensation from the company other than:
• Director’s fees for service as a director of the company, including reasonable compensation for serving on the
committee and regular benefits that other directors receive.
• A pension or similar compensation for past performance, provided that such compensation is not conditioned
on continued or future service to the company.
APPOINTMENT AND REMOVAL
The members of the committee should be appointed annually by the board, acting upon the recommendation of
the chair of the board and the governance committee, and should serve until the term of their appointments so
long as they remain a member of the board.
CHAIR
In the absence of a member designated by the board to serve as chair, the members of the committee may
appoint by the majority vote of the full committee membership, from among their number, a person to preside at
their meetings.
DELEGATION
The committee may delegate certain responsibilities and duties as it deems appropriate to the following:
• Subcommittees composed of the committee’s own members.
• Officers of the company (the committee may delegate to a “designated member or members” of the committee
the authority to approve non-audit services to be provided by the independent auditor in advance so long as
these approvals are disclosed to the full committee at its next scheduled meeting).
The following functions should be the common recurring activities of the committee when carrying out its purpose
outlined in Section I of this charter. These functions should serve as a guide with the understanding that the
committee may carry out additional functions and adopt additional policies and procedures as appropriate in light
of changing business, legislative, regulatory or other conditions. The committee should also carry out any other
responsibilities and duties delegated to it by the board from time to time related to the purpose of the committee
outlined in Section I of this charter.
The committee, when discharging its oversight role, is empowered to study or investigate any matter of interest or
concern that the committee deems appropriate. During this time, the committee should have the authority to retain
outside legal, accounting or other advisors for this purpose, including the authority to approve fees payable to
such advisors and any other terms of retention. The company should provide appropriate funding, as determined
by the audit committee, for payment of compensation to the independent auditor for the purpose of rendering an
audit report and to any advisors employed by the audit committee.
The committee should be given full access to the company’s internal audit department, the board, corporate
executives and independent auditor as necessary to carry out these responsibilities and duties. While acting
within the scope of the purpose of the committee outlined in Section I of this charter, the committee should have
all the authority of the board.
Notwithstanding the foregoing, the committee is not responsible for certifying the company’s financial statements
or guaranteeing the independent auditor’s report nor is the committee responsible for guaranteeing the company’s
compliance with laws, regulations or its compliance policies or programs. The fundamental responsibility for the
company’s financial statements and disclosures and its compliance with laws and regulations rests with
management and the independent auditor.
INDEPENDENT AUDITOR
The committee should perform the following regarding the independent auditor:
• Select and retain the independent auditor (and propose, in any proxy statement, that shareholders ratify the
appointment of the independent auditor) and, where appropriate, terminate the independent auditor. At least
annually, evaluate the independent auditor’s qualifications, performance, and independence, including that of
the lead partner. During this time, the committee should obtain and review a report by the company’s
independent auditor describing the following:
− The auditing firm’s internal quality control procedures.
− Any material issues raised by the most recent internal quality control review, or peer review, of
the auditing 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 auditing firm, and any
steps taken to deal with any issues.
− All relationships between the independent auditor and the company (to assess the auditor’s
independence).
◦ Evaluate the written disclosures and the letter that the independent auditor submits to the
committee regarding the auditor’s independence in accordance with Independence Standards Board
Standard No. 1 and discuss such reports with the independent auditor.
• Approve the terms of the audit engagement and fees to be paid to the independent auditor for audit services.
• Inform, in writing, each registered public accounting firm currently performing audit services for the company
that such firm reports directly to the committee.
• Oversee the work of any unregistered public accounting firm engaged by the company to perform audit
services, including the resolution of any disagreement between management and the auditor regarding
financial reporting, for the purpose of preparing and issuing an audit report or related work; any accounting
adjustments that were noted or proposed by the auditor but were “passed” (as immaterial or otherwise); and
any communications between the audit team and the audit firm’s national office respecting auditing or
accounting issues presented by the engagement.
• Review with the independent auditor the responsibilities, budget and staffing of the company’s internal audit
function.
• Approve in advance any significant audit or non-audit engagement or relationship between the company and
the independent auditor, which is not prohibited by law, and approve the fees for such services. Assure the
regular rotation of the lead audit partner as required by law and consider whether, in order to assure continuing
auditor independence, there should be regular rotation of the audit firm itself.
• Instruct the independent auditor to report to the committee on all critical accounting policies of the company, all
alternative treatments of financial information within GAAP that have been discussed with management,
ramification of the use of such alternative disclosures and treatments and the treatment preferred by the
independent auditor, and other material written communication between the independent auditor and
management.
• Discuss with the independent auditor the matters required to be discussed by SAS 62 – Communications with
the audit committee, as amended from time to time.
REVIEW OF COMPANY’S EXTERNAL REPORTS

The committee should perform the following regarding the review of documents and reports::
• Meet with management and the independent auditor to review and discuss the company’s annual report on
Form 10-K, including the company’s disclosure under “Management’s Discussion and Analysis of Financial
Condition and Results of Operations;” the annual financial statements and the report of the independent
auditor thereon; and significant issues encountered in the course of the audit work, including restrictions on the
scope of activities, recommended adjustments arising from the audit, the adequacy of internal financial
controls, access to required information, the adequacy of the disclosure of off-balance sheet transactions,
arrangements, obligations and relationships in reports filed with the SEC, and the appropriateness of the
presentation of any pro forma financial information included in any report filed with the SEC.
• Determine whether to permit the inclusion of the annual financial statements in the company’s annual report
following such reviews and discussions.
• Meet quarterly with management and the independent auditor, in advance of filing the company’s quarterly
report on Form 10-Q, to review and discuss the quarterly financial statements, including the company’s
disclosures under “Management’s Discussion and Analysis of Financial Condition of Results Operations.”
• Discuss with management earnings press releases, as well as financial information and earnings guidance
provided to analysts and rating agencies. The committee’s discussion in this regard may be general in nature
(i.e., discussion of the types of information to be disclosed and the type of presentation to be made) and
should not take place in advance of each earnings release or each instance in which the company may provide
earnings guidance.
• Review the management letter regarding the company’s internal controls delivered by the independent auditor
in connection with the audit.
• Meet and discuss privately periodically in separate executive sessions with management, the company’s
general auditor and the independent auditor to discuss matters that the committee or either of these groups
believes could significantly affect the financial statements.
• Review significant changes to the company’s accounting principles and practices proposed by the independent
auditor, the company’s general auditor or management.
INTERNAL AUDIT AND ITS FUNCTIONS

The committee should achieve the following regarding internal audit and its functions:
• Select and employ the company’s general auditor, and where appropriate, direct the replacement of this
officer.
• Review the adequacy of the authority, responsibilities, and functions of the company’s internal audit
department, including internal audit plans, budget, and the scope and results of internal audits and
management’s responses.
• Review the evaluation of the internal audit function with the independent auditor.
FINANCIAL REPORTING PROCESS

The committee should achieve the following regarding the financial reporting process:
• Review with management, the internal auditors, and the independent auditor the integrity of the company’s
financial reporting processes both internal and external. In that connection, the committee should obtain and
discuss with management and the independent auditor reports from management and the independent auditor
regarding:
− All critical accounting policies and practices to be used by the company.
− The effect on the company’s financial statements of the judgments, assumptions and estimates
used by management with respect to those critical accounting policies.
− The potential effects of changes to or variances in those judgments, assumptions and estimates
on the company’s financial statements.
• Prepare the report of the committee required by the rules of the SEC to be included in the company’s annual
proxy statement.
• Monitor whether management’s publication of the committee’s charter in the company’s proxy statement takes
place at least once every three years.
• In connection with each periodic report of the company, review disclosures made to the committee by the
company’s chief executive officer and chief financial officer regarding the effectiveness of, or any deficiencies
in, the design or operation of internal controls and any fraud, whether or not material, that involves
management or other employees who have a significant role in the company’s internal controls.
LEGAL COMPLIANCE/ENTERPRISE RISK MANAGEMENT

The committee should perform the following regarding legal compliance/enterprise risk management:
• Consult with the company’s general counsel and chief risk officer with respect to legal and regulatory matters
that may have a significant impact on the company’s financial statements, compliance policies or programs.
• Conduct these meetings with management as the committee deems appropriate to discuss significant risk
exposures facing the company and to discuss the steps that management has taken to monitor and control
such exposures, including the company’s guidelines and policies governing risk assessment and risk
management.
• Oversee the company’s commitment performance made by management during regulatory examinations,
make recommendations and monitor the company’s compliance with the committee’s recommendations.
• Establish procedures for the receipt, retention and treatment of any complaints received by the company about
its accounting, internal accounting controls or auditing matters and for the confidential and anonymous
submission by employees of concerns regarding questionable accounting or auditing matters.
• Receive periodic reports from management as to the administration of, and compliance with, the code of ethics
for senior financial officers. receive periodic reports from management as to the administration of and
compliance with the code of conduct.
• Review and act upon all requests for waivers of the code of conduct in favor of any executive officer or director
of the company and any waiver of the code of ethics for senior financial officers.
• Set clear hiring policies for employees or former employees of the independent auditor.
REPORTS
The committee should perform the following regarding reports:
• Provide minutes of committee meetings to the board, and report regularly to the board any significant matters
arising from the committee’s work. A report to the board may take the form of an oral report by the chair or any
other member of the committee designated by the committee or the chair to make such a report.
COMMITTEE PERFORMANCE REVIEW

The committee should perform the following regarding its performance review:
• Perform a review and evaluation, at least annually, of the performance of the committee by whatever means
the committee determines appropriate, including by surveying the committee membership.
• Review and reassess, at least annually, this charter and, if appropriate, recommend proposed changes to the
board.
MEETINGS
Most committee members should constitute a quorum for the transaction of any business at any committee
meetings. If less than a majority attend a meeting, a majority of the members present may adjourn the meeting
from time to time without further notice, and quorum present at any such adjourned meeting may transact
business.
If a quorum is present when a vote is taken, then the affirmative vote of most committee members present should
constitute the act of the committee.
Any action permitted or required to be taken at a committee meeting may be taken without a meeting if all the
members of the committee should sign one or more written consents setting forth the action. Action taken by
written consent is effective when the last committee member signs the consent unless the consent specificies an
earlier or later effective date.
A committee member who is present at a meeting of the committee at which action is taken should be presumed
to have assented to the action taken unless such member’s dissent should be entered in the meeting minutes or
unless such member should file his written dissent to such action with the person acting as secretary of the
meeting before the adjournment thereof, or should forward such dissent by registered mail to the secretary of the
company immediately after the meeting’s adjournment. A member who votes in favor of an action should have no
right to dissent.
Committee members may participate in, or conduct, a committee meeting through the use of any means of
communication by which all committee members participating can hear each other during the meeting.
Participation means should constitute presence in person at the meeting.
The committee should meet at least four times annually as directed by the chair of the committee, except that the
board, the chair of the board or the chair of the committee may call special meetings of the committee. The notice
of a special meeting should state the date and time and, if the meeting is not exclusively telephonic, the place of
the meeting. Unless otherwise required by law, neither the business to be transacted at, nor the purpose of, any
regular or special meetings need be specified in the notice or waiver of notice of such meeting.
Any committee member may waive notice of any meeting of the committee at any time. Whenever any notice is
required to be given to any committee member and under this charter or applicable law, a waiver thereof in writing
signed by the member, entitled to notice should be deemed equivalent to giving notice. The attendance of a
member at a meeting of the committee should constitute a waiver of notice of the meeting except where a
member attends a meeting for the express purpose of objecting to the transaction of any business because the
meeting is not lawfully convened. A member waives objection to consideration of a particular matter at a meeting
that is not within the purpose or purposes described in the meeting notice unless the member objects to
considering the matter when it is presented.
PURPOSE
The primary function of the finance and audit committee (the committee) is to provide advice with respect to the
corporation’s financial matters and to assist the board of directors when fulfilling its oversight responsibilities
regarding finance, accounting, tax and legal compliance. Consistent with this function, the committee endeavors
to encourage continuous improvement of, and foster adherence to, the corporation’s policies, procedures and
practices at all levels. The committee’s following primary duties and responsibilities are to:
• Serve as an independent and objective party to monitor the corporation’s financial reporting process and
internal controls system.
• Review and appraise the audit efforts of the corporation’s independent accountants and internal audit
department.
• Evaluate the corporation’s quarterly financial performance as well as its compliance with laws and regulations.
• Oversee management’s establishment and enforcement of financial policies and business practices.
• Provide an open avenue of communication among the independent accountants, financial and senior
management, counsel, the internal audit department, and the board of directors.
Section IV of this charter sets forth the primary responsibilities and duties of the committee. The committee may,
in its discretion, also review reports from management on other finance, legal and administrative issues to the
extent that it deems appropriate or necessary.
COMPOSITION
The committee should be composed of three or more directors as determined by the board, each of whom should
be independent directors and free from any relationship that, in the opinion of the board, would interfere with the
exercise of his or her independent judgment as a member of the committee. An independent director is a director
who achieved the following:
• Been employed by the corporation or an affiliate for at least three years prior to the election to that committee.
• Received any compensation from the corporation or an affiliate exceeding $XXX during the prior fiscal year
(excluding benefits under a tax-qualified retirement plan, nondiscretionary compensation, or compensation for
board services).
• Been affiliated with a for-profit business entity to which the corporation made or from which the corporation
received payments (other than investments in securities) that exceed the greater of X% of the corporation’s or
such entity’s annual gross revenues or $X whichever is greater in any of the past three years.
• Been an executive of another entity where any of the corporation’s executives serve on that entity’s
compensation committee.
• Affiliated with a tax-exempt entity that receives significant contributions from the corporation.
• Been a spouse, parent, sibling, child, or in-law of any person who is or has been in the past X years employed
by the corporation or an affiliate as an executive officer.
All members of the committee should have a working familiarity with basic finance and accounting practices, and
at least one member of the committee should have past employment experience in accounting or related financial
management, requisite professional certification in accounting, or any other comparable experience or
background, which results in the individual’s financial sophistication, including being or having been a chief
executive officer, chief financial officer or other senior officer with financial oversight responsibilities.
The members of the committee should be elected by the board at the annual organizational board meeting. Each
member of the committee should serve until the next annual organizational meeting of the board or until his or her
successor has been duly elected and qualified. Unless a chair is elected by the full board, the members of the
committee may designate a chair by majority vote of the full committee membership.
MEETINGS
The committee should hold regular meetings as necessary and special meetings as meetings may be called by
the chairman of the committee. As part of its efforts to foster open communication, the committee should meet
annually (or more frequently as it deems appropriate) with management, the director of the internal audit
department and the independent accountants in separate executive sessions to discuss any matters that the
committee or each of these groups believe should be discussed privately. Also, the committee or its chair should
meet with the independent accountants and management quarterly to review the corporation’s financial
statements consistent with the points below. The committee should report its activities to the board at each board
meeting.
The committee should perform the following to fulfill its responsibilities and duties:
DOCUMENTS/REPORTS REVIEW
• Review this charter at least annually and update it as conditions dictate. Submit the charter to the board of
directors for approval and have the charter published at least every three years in the corporation’s proxy
statement.
• Review the corporation’s quarterly financial statements and any other reports or financial information deemed
appropriate by the committee, including any certification, report, opinion, or review rendered by the
independent accountants.
• Review the regular internal reports to management prepared by the internal audit department and
management’s response to such reports.
• Review the financial management of the corporation Form 10-As and Form 10-Ks prior to filing. The chair of
the committee may represent the entire committee for this review’s purpose.
• Prepare a report to be included in the corporation’s proxy statement for each annual meeting that discloses
whether the committee has reviewed the financial statements with management and discussed Statement on
Auditing Standards No. 61 (Communicating With Audit Committees) and the Independence Standards Board
Standard No. 1 (Auditor Independence) with the independent accountants, and if it has recommended
including the audited financial statement in the Form 10-K to the board of directors.
CONTROL PROCESSES
• Consider and approve, if appropriate, major changes to the corporation’s auditing and accounting principles
and practices as suggested by the independent accountants, management or the internal audit department.
• Establish regular and separate systems of reporting to the committee by management, the independent
accountants, and the internal auditors regarding management’s preparation of the financial statements.
• Review the disclosures made by the corporation’s principal executive officer and principal financial officers
regarding compliance with their certification requirements under the Sarbanes-Oxley Act of 2002 and the rules
promulgated thereunder, including the corporation’s internal controls of financial reporting and disclosure
controls and procedures.
• Review the following with management and the independent accountants at the completion of the annual
examination:
− The corporation’s annual financial statements and related footnotes.
− The independent accountants’ audit of the financial statements and their report.
− Any significant changes required in the independent accountants’ audit plan.
− Any serious difficulties or disputes with management encountered during the audit.
− The existence of significant estimates and judgments underlying the financial statements,
including the rationale behind those estimates as well as the details of material accruals and reserves.
− Other matters related to the conduct of the audit, which are communicated to the committee
under generally accepted auditing standards.
• Review any significant disagreement among management and the independent accountants or the internal
audit department in connection with the preparation of the statements.
• Make and approve recommendations to change or improve the financial and accounting practices and
evaluate their implementation.
INDEPENDENT ACCOUNTANTS
• Recognize that independent accountants are ultimately accountants, considering their independence and
effectiveness. The committee has the sole authority to retain and terminate the independent accountants of the
corporation, including sole authority to approve all audit engagement fees and terms and all non-audit services
to be provided by independent accountants. The committee must pre-approve all non-audit services to be
provided by the corporation’s independent accountants. The committee may, from time to time, delegate its
authority to approve non-audit services on a preliminary basis to one or more committee members, provided
that such designees present such approvals to the full committee at the next committee meeting.
• Receive a formal written statement regarding the independent accountants’ independence annually, and
review and discuss, with the accountants, all significant relationships the accountants have with the
corporation to determine the accountants’ independence.
• Review the performance of the independent accounts and discharge the independent accountants when
circumstances warrant.
• Consult with the independent accountants out of the presence of management periodically about internal
controls and the fullness and accuracy of the organization’s financial statements.
• Consider the independent accountants’ judgments about the quality and appropriateness of the corporation’s
accounting principles as applied in its financial reporting.
INTERNAL AUDITORS
• Review and evaluate the process used when establishing the annual internal audit plan.
• Consider, in consultation with the director of internal audit, the audit scope and role of the internal auditors.
• Review and evaluate the scope, risk assessment and nature of the internal auditors’ plan and any subsequent
changes, including whether the internal auditors’ plan is sufficiently linked to the corporation’s overall business
objectives and management’s success and risk factors.
• Consider and review the following with management and the director of internal audit:
− Significant findings during the year and management’s responses to them, including the timetable
for implementation of the recommendations to correct weaknesses in internal control.
− Any difficulties encountered during internal audits, including any restrictions on the scope of work
or access to required information.
− Any changes required to the planned scope of the audit plan of the internal audit department.
− The internal audit department’s budget, staffing and qualifications.
• Confirm and assure the independence of the internal auditors.
MISCELLANEOUS
• Oversee the corporation’s policies and procedures regarding compliance with applicable laws and regulations
and with the corporation’s code of conduct and business ethics and receive reports from the chief compliance
officer.
• Establish procedures for the following:
− The receipt, retention and treatment of complaints received by the corporation regarding
accounting, internal accounting controls or auditing matters.
− The confidential, anonymous submission by employees of the corporation of concerns regarding
questionable accounting or auditing matters.
• Ensure that management has the proper review system in place to ensure that the corporation’s financial
statements, reports and other financial information disseminated to the public satisfy legal requirements.
• Perform any other activities consistent with this charter, the corporation’s bylaws and governing law as the
committee or the board deems necessary or appropriate.
• The committee should have the power to hire legal, financial, or other advisors as they deem necessary in their
best judgment regarding cost without the need to obtain the prior approval of any officer of the company. The
secretary of the company will arrange for payment invoices of such third parties.
While the committee has the responsibilities and powers set forth in this charter, it is not the committee’s
responsibility to plan or conduct audits or to determine that the corporation’s financial statements are complete
and accurate and comply with GAAPs. This is the responsibility of management and the independent
accountants.
PURPOSE
The audit committee (the committee) is appointed by the board to assist the board in monitoring the following:
• The company’s integrity of the financial statements.
• The independent auditor’s qualifications and independence.
• The company’s internal audit function and independent auditor’s performance.
• The compliance by the company with legal and regulatory requirements.
The committee should prepare the report required by the rules of the SEC to be included in the company’s annual
proxy statement.
COMMITTEE MEMBERSHIP
The board should appoint the members of the committee. The committee should consist of no fewer than XX
members. The members of the audit committee should meet any applicable independence, experience or
expertise requirements established by statute, the rules and regulations of the New York Stock Exchange, or the
rules and regulations of the SEC. The committee members should not simultaneously serve on the audit
committees of more than two other public companies.
MEETINGS
The committee should meet as often as possible, but not less frequently than quarterly. The committee should
meet periodically with management, the internal auditors and the independent auditor in separate executive
sessions. The committee may request any officer or employee of the company or the company’s outside counsel
or independent auditor to attend a meeting of the committee or to meet with any members of, or consultants to,
the committee.
COMMITTEE AUTHORITY AND RESPONSIBILITIES
The committee should have the sole authority to appoint or replace the independent auditor (subject, if applicable,
to shareholder ratification). The committee should be directly responsible for the compensation and oversight of
the work of the independent auditor (including resolution of disagreements between management and the
independent auditor regarding financial reporting) when preparing or issuing an audit report or related work. The
independent auditor should report directly to the committee.
The committee should 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, subject to the de minimum exceptions
for non-audit services described in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, which are
approved by the committee prior to the completion of the audit. The committee may form and delegate authority to
grant preapprovals of audit and permitted non-audit services if decisions of such subcommittee to grant
preapprovals should be presented to the full audit committee at its next scheduled meeting.
The audit committee should have the authority, to the extent it deems necessary or appropriate, to retain
independent legal, accounting or other advisors. The company should provide for appropriate funding, as
determined by the audit committee, for payment of compensation to the independent auditor for the purpose of
rendering or issuing an audit report and any advisors by the audit committee.
The audit committee should make regular reports to the board. The audit committee should, as and when it
deems appropriate, review and re-assess the adequacy of this charter. The audit committee should annually
review the audit committee’s own performance.
The audit committee should perform the following goals to the extent it deems necessary or appropriate:
FINANCIAL STATEMENT DISCLOSURE MATTERS

• Review and discuss with management and the independent auditor the annual audited financial statements,
including disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations,” and recommend to the board whether the audited financial statements should be included in the
company’s Form 10-K.
• Review and discuss with management and the independent auditor the company’s quarterly financial
statements prior to the filing its Form 10-Q, including disclosures made in Management’s Discussion and
analysis of Financial Condition and Results of Operations.
• Review analyses prepared by management or the independent auditor setting forth significant financial
reporting issues and judgments made in connection with the preparation of the company’s financial
statements, including analyses of the effects of alternative GAAP methods on the financial statements. Review
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 of the company’s internal controls and any special steps adopted in light of material control
deficiencies.
• Review and discuss any reports from the independent auditors on the following:
− All critical accounting policies and practices to be used.
− All alternative treatments of financial information within GAAPs that have been discussed with
management, ramifications of the use of such alternative disclosures and treatments, and the treatment
preferred by the independent auditor.
− Other material written communications between the independent auditor and management, such
as any management letter or schedule of unadjusted differences.
• Discuss with management the company’s earnings press releases, including the use of “pro forma” or
“adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts
and rating agencies. These discussions may be done generally (consisting of discussing the types of
information to be disclosed and the types of presentations to be made). The audit committee should not
discuss each earnings release or instance in which the company may provide guidance in advance.
• Review the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the
company’s financial statements.
• Discuss guidelines and policies to govern the process by which risk assessment and management is
undertaken.
• Discuss with the independent auditor the matters required to be discussed by Statement on Auditing
Standards No. 61 related conducting the audit, including any difficulties encountered in the course of the audit
work, any restrictions on the scope of activities or access to requested information and any significant
disagreements with management.
OVERSIGHT OF THE COMPANY’S RELATIONSHIP WITH THE INDEPENDENT AUDITOR

• Obtain and review a report from the independent auditor at least annually regarding the following:
− The independent auditor’s internal quality control procedures should be considered.
the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding
five years with respect to one or more independent audits carried out by the firm should be considered.
− Any steps taken to deal with these issues should be considered.
− All relationships between the independent auditor and the company should be considered.
Evaluate the qualifications, performance, and independence of the independent auditor. If the independent
auditor provides non-audit services, consider whether the provision of non-audit services is compatible with
maintaining the independent auditor’s independence.
• Establish policies for the company’s hiring of employees or former employees of the independent auditor.
• Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit.
PERIODIC ROTATION OF AUDIT FIRM AND ITS PERSONNEL

• Ensure compliance with any statute, rule or regulation that requires either the rotation of audit partners or the
rotation of the independent auditor.
OVERSIGHT OF THE COMPANY’S INTERNAL AUDIT FUNCTION

• Discuss with the independent auditor and management the internal audit department responsibilities, budget
and staffing and any recommended changes in the planned scope of the internal audit.
• Review the significant reports to management prepared by the internal auditing department and management’s
responses.
COMPLIANCE OVERSIGHT RESPONSIBILITIES

• Obtain from the independent auditor assurance that Section 10A(b) of the Securities Exchange Act of 1934
has not been implicated.
• 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.
• Discuss with management and the independent auditor any correspondence with regulators or governmental
agencies and any published reports, which raise material issues regarding the company’s financial statements
or accounting policies.
LIMITATION OF AUDIT COMMITTEE’S ROLE
While the audit committee has the responsibilities and powers mentioned in this charter, it is not the audit
committee’s duty to plan or conduct audits or to determine that the company’s financial statements and
disclosures are complete and accurate and comply with GAAPs and applicable rules and regulations. These are
the responsibilities of management and the independent auditor.
ROLE
The audit committee (the committee) of the board of directors (the board) assists the board when fulfilling its
responsibility for oversight of the quality and integrity of the accounting and reporting practices of the company,
the qualifications and independence of the public accounting firm engaged to prepare or issue an audit report on
the financial statements of the company (the independent auditor), performance of the internal auditor and the
company’s internal audit function, and other duties as directed by the board. The committee’s role includes
discussing with management the company’s processes to manage financial risk and for compliance with
significant applicable legal, ethical and regulatory requirements. The committee has sole authority over the
appointment and replacement of the independent auditor and is directly responsible for compensation and
oversight of the independent auditor.
MEMBERSHIP
The membership of the committee is composed of at least three directors. Each member should meet the
experience requirements of the listing standards of the XYZ Stock Market and applicable laws and regulations.
Each member will be free of any relationship that, in the opinion of the board, would interfere with his or her
individual exercise of independent judgment. Applicable laws and regulations will be followed when evaluating a
member’s independence. Committee members will not serve simultaneously on the audit committees of more
than two other public companies. The board appoints the chairperson.
OPERATIONS
The committee meets at least once each quarter. Additional meetings may occur as the committee or its chair
deems advisable. The committee will keep adequate minutes of all its proceedings, and will report its actions to
the next board meeting. Committee members will be furnished with copies of the minutes of each meeting and
any action taken by unanimous consent. The committee will be governed by the same rules regarding meetings
(including meetings by conference telephone or similar communications equipment), action without meetings,
notice, waiver of notice, and quorum and voting requirements as applicable to the board. The committee is
authorized and empowered to adopt its own rules of procedures not inconsistent with:
• Any provision hereof.
• Any provision of the bylaws of the corporation.
• The laws of the state of XXX.
COMMUNICATIONS/REPORTING
The independent auditor reports directly to the committee. The committee is expected to maintain free and open
communication with the independent auditor, the company’s internal auditors and the company’s management.
This communication will include periodic separate executive sessions with each of these parties.
EDUCATION
The company is responsible for providing the committee with educational resources related to accounting
principles and procedures, current accounting topics pertinent to the company and other materials as requested
by the committee. The company will assist the committee when maintaining appropriate financial literacy.
AUTHORITY
The committee will have the resources and authority necessary to discharge its duties and responsibilities,
including the authority to retain outside counsel or other experts or consultants, as it deems appropriate. Any
communication between the committee and legal counsel during obtaining legal advice will be considered
privileged communications of the company, and the committee will take all necessary steps to preserve the
privileged nature of those communications.
RESPONSIBILITIES
The committee’s specific responsibilities in carrying out its oversight role are delineated in the audit committee's
responsibilities calendar. As the compendium of committee responsibilities, the most recently updated calendar
will be considered an addendum to this charter. The committee will review and re-assess the adequacy of this
charter annually to reflect changes in regulatory requirements, authoritative guidance and evolving oversight
practices, and recommend any proposed changes to the board.
The committee relies on the expertise and knowledge of management, the internal auditors and the independent
auditor when carrying out its oversight responsibilities. Company management is responsible for determining that
the company’s financial statements are complete, accurate and comply with GAAPs. The independent auditor is
responsible for auditing the company’s financial statements. It is not the committee’s duty to plan or conduct
audits, determine that the financial statements are complete and accurate, and comply with GAAPs to conduct
investigations or assure compliance with laws and regulations or the company’s internal policies, procedures and
controls.
PURPOSE AND AUTHORITY
The audit committee (the committee) of the board of directors (the board) of XYZ Company (XYZ) performs the
following:
• Assist the board in fulfilling its responsibilities for general oversight of the following:
− The company’s integrity of the financial statements
− The independent auditor’s qualifications and independence
− The company’s internal audit function and independent auditor’s performance
− The compliance by the company with legal and regulatory requirements
− The company’s risk assessment and risk management
• Prepare the report required by proxy rules of the SEC to be included in XYZ’s annual proxy statement.
• Set forth the additional duties and responsibilities in Section IV below.
The committee has the authority to obtain advice and assistance from outside legal, accounting or other advisors
as the committee deems necessary to carry out its duties. The committee should receive appropriate funding, as
determined by the committee, from XYZ for payment of compensation to the outside legal, accounting or other
advisors employed by the committee.
MEMBERSHIP
The committee should consist of at least three directors, who shall each be independent under applicable stock
exchange listing standards, as determined by the board. Each member of the committee must meet the applicable
stock exchange financial literacy and expertise requirements. Also, no committee member may have participated
in the preparation of the financial statements of XYZ or any of XYZ’s current subsidiaries at any time during the
past X years.
MEETING AND PROCEDURES
The committee should convene at least X times each year with additional meetings called as the committee
deems appropriate. The committee chair is responsible for the agenda, including input from management, staff
and other committee and board members as appropriate. Most committee members should be present to
constitute a quorum for the transaction of the committee’s business. The committee should meet regularly in
separate executive sessions and also in private sessions with management, the internal auditors and the
independent auditors to facilitate full communication. The committee should be given open access to XYZ’s
internal auditors, board chairman, XYZ executives and independent auditors, as well as XYZ’s books, records,
facilities and other personnel.
DUTIES AND RESPONSIBILITIES
The committee should perform the following activities:

• Review and reassess annually the adequacy of this charter and submit the charter for approval to the full
board. The committee should also conduct an annual self-evaluation of the committee’s performance and
processes.
• Appoint, evaluate and compensate the independent auditors, which should report directly to the committee,
and oversee the rotation of the independent auditors’ lead audit and concurring partners at least once every X
years and the rotation of other audit partners every seven years, with applicable timeout periods, in
accordance with SEC regulations. The committee should determine whether to retain or, if appropriate,
terminate the independent auditors. The committee is responsible for recommending the independent auditors
for approval by the shareowners, if appropriate.
• Review and approve in advance the scope of the fiscal year’s independent audit and the audit fee, establish
policies for the independent auditors’ activities and any fees beyond the core audit, approve in advance all
non-audit services to be performed by the independent auditors that are not otherwise prohibited by law and
associated fees, and monitor the usage and fees paid to the independent auditors. The committee may
delegate to the chair of the committee the authority, with agreed limits, to pre-approve non-audit services not
prohibited by law to be performed by the independent auditors. The Chair shall report any decision to pre-
approve such services to the full Committee at its next meeting.
• Review and discuss with the independent auditors their annual written statement delineating all relationships or
services between the independent auditors and XYZ or any other relationship or services that may impact their
objectivity and independence.
• Set clear hiring policies for employees or former employees of the independent auditors, and monitor
compliance with these policies.
• Review with management and the independent auditors:
− XYZ’s annual audited and quarterly financial statements, including XYZ’s disclosures in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
− The results of the independent auditors’ audit and the independent auditors’ opinion on the
annual financial statements.
− The independent auditors’ judgments on the quality, not just the acceptability, and consistent
application of XYZ’s accounting principles, the reasonableness of significant judgments, clarity of
disclosures and underlying estimates in the financial statements.
− Changes in accounting principles or application thereof, significant judgment areas, and
significant and complex transactions.
− The effectiveness and adequacy of XYZ’s internal auditing.
− Any disagreements between management and the independent auditors, about matters that
individually or in the aggregate should be significant to XYZ’s financial statements or the independent
auditors’ report, and any serious difficulties the independent auditors encountered in dealing with
management related to the performance of the audit.
• Recommend whether the audited financial statements should be included in XYZ’s annual report on Form 10-K
to the board.
• Discuss earnings press releases as well as corporate policies about financial information and earnings
guidance provided to analysts and rating agencies.
• Obtain from and review a report by the auditors at least annually describing:
− The independent auditors’ internal quality control procedures.
− Any material issues raised by the most recent internal quality control review, or peer review, or by
any governmental or professional inquiry or investigation within the preceding X years regarding any audit
performed by the independent auditors and any steps taken to deal with such issues.
• Review the adequacy and effectiveness of XYZ’s disclosure controls and procedures.
• Review the adequacy and effectiveness of XYZ’s internal controls, including any significant deficiencies in
such controls and significant changes or material weaknesses in such controls reported by the independent
auditors.
• Review the adequacy and effectiveness of XYZ’s information security policies and the internal controls
regarding information security.
• Review the overall scope, qualifications resources activities, organizational structure and effectiveness of the
internal audit function.
• Approve the appointment, replacement, reassignment or dismissal of the director of internal audit.
• Review with management and the director of internal audit the results of their review of compliance with
applicable laws and regulations and XYZ’s standards of business conduct and internal audit reports, and
review the results of its review of compliance with applicable listing standards with management.
• Ensure that procedures are established for the receipt, retention and treatment of complaints on accounting,
internal accounting controls or auditing matters, as well as for confidential, anonymous submissions by XYZ’s
employees of concerns regarding questionable accounting or auditing matters and compliance with the
standards of business conduct.
• Receive and, if appropriate, respond to attorneys’ reports of evidence of material violations of securities laws
and breaches of fiduciary duty on similar violations of US or state law.
• Review significant risks or exposures related to litigation and other proceedings and regulatory matters that
may have a significant impact on XYZ’s financial statements.
• Review the results of significant investigations, examinations or reviews performed by regulatory authorities
and management’s response.
• Review and approve all “related-party transactions,” as defined in applicable SEC rules.
• Conduct or authorize investigations into any matters within the committee’s scope of responsibilities.
• Consider other matters regarding XYZ’s financial affairs, its controls, and the internal and independent auditors
of XYZ as the committee, in its discretion, may determine to be advisable.
• Report regularly to the board regarding the committee’s activities.
PURPOSE
The audit committee (the committee) of the board of directors (the board) is instrumental in the board’s fulfillment
of its oversight responsibilities related to the following:
• The integrity of the company’s financial statements.
• The qualifications, independence, and performance of the company’s external auditors.
• The company’s internal audit function performance.
• The business practices and ethical standards of the company (the audit committee should also fulfill the other
responsibilities outlined in this charter).
The committee should be composed of at least three members all designated by the board as independent. To be
considered independent, each committee member must meet the independence, financial and expertise
requirements of (Insert Name of Stock Exchange), the Sarbanes-Oxley Act of 2002 (SOX), and other applicable
laws and regulations. The nominating and corporate governance committee should recommend nominees for
appointment to the audit committee annually and as vacancies or newly created positions occur. Audit committee
members should be appointed by the board and may be removed by the board at any time. At the time of the
appointment, all audit committee members should be able to read and understand financial statements. The
board should appoint one member as a financial expert based on documented experience and qualifications. If a
regular member is unable to act due to absence, illness or any other cause, the committee chairperson, or in his
absence by the board, may appoint another independent director of the board to serve as an alternate member.
The nominating and corporate governance committee should recommend to the board, and the board should
designate, the chair of the audit committee. The committee chairperson should not serve for more than X years,
though he/she may remain a member of the committee and may serve as the committee chairperson again in a
future term.
MEETINGS
Minimum quarterly, the audit committee may meet as frequently as required. The meeting may be conducted in
person, through conference calls or any other means permissible by law. Only the audit committee chairperson
and members should be entitled to participate in committee meetings. If invited by the committee, other members
or individuals may attend as deemed necessary.
AUDIT COMMITTEE SECRETARY
The audit committee will be responsible for electing a secretary annually to perform the following duties:
• Provide meeting notifications to other committee members.
• Draft minutes of the proceedings and resolutions of all meetings of the committee, including recording the
names of people present and in attendance. The minutes should be forwarded to the committee chairperson
for review and subsequently to all members of the committee.
• Provide detailed documentation and minutes regarding any discussion of the criteria outlined in the committee
responsibilities. In the event of a concern of accounting irregularities, fraud or a significant violation of senior
management is established, careful attention should be given to the level of detail regarding the completeness
and accuracy of the minutes.
QUORUM
The quorum necessary for the transaction of business should be the majority of the audit committee members.
Per the guidelines outlined in the committee membership, an alternate independent member may be appointed by
the board to serve in the interim due to absence, illness or any other cause.
AUTHORITY
The audit committee has the sole authority to seek information it requires from employees, company officers,
company documents, and external parties and to investigate, engage advisors or otherwise obtain independent
legal, accounting or other professional services it requires at the expense of the company.
COMMITTEE RESPONSIBILITIES
FINANCIAL STATEMENT AND DISCLOSURE MATTERS

The audit committee should review and discuss the following with management, senior internal auditor(s),
external auditors and others as the audit committee deems appropriate:
• The integrity of annual audited financial statements and the company’s disclosures under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” before the filing of the company’s
Form 10-K, and recommend inclusion of the financial statements in the annual report to the board.
• The quarterly financial statements and the company’s disclosures under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” before the filing of the company’s Form 10-Q.
• Any significant financial reporting issues, judgments and use of estimates made in connection with the
preparation of the company’s financial statements, including any significant changes in the company’s
selection or application of accounting principles.
• The critical accounting policies and practices of the company.
• Regulatory and accounting initiatives or actions applicable to the company (including any SEC investigations
or proceedings).
The audit committee should review, in conjunction with management, the company’s policies generally with
respect to the company’s earnings press releases and regarding financial information and earnings guidance
provided to analysts and rating agencies, including in each case the type and presentation of information to be
disclosed, paying particular attention to the use of non-GAAP financial information.
The audit committee should review, in conjunction with the CEO and CFO, the company’s internal and disclosure
controls and procedures over financial reporting, including whether there are deficiencies, material weaknesses,
potential fraud opportunities or any other corrective actions to perform with respect to controls and procedures.
The audit committee should have sole authority over the resolution of any disagreements between management
and the independent auditor regarding the company’s financial reporting.
The audit committee should review and discuss with the independent auditors any significant audit problems or
difficulties and management’s responses or other resolutions, including matters required to be discussed with the
audit committee by the auditors under Statement on Auditing Standards No. 61 (communication with audit
committees).
The audit committee should prepare the audit committee report, which the SEC requires in the company’s annual
proxy statement.
EXTERNAL AUDIT
The audit committee should make recommendations to the board regarding the appointment, re-appointment, or
removal of the external auditors. The external auditors should report directly to the committee. If the external
auditors resign, the committee should investigate the issues giving rise to such resignation and consider whether
any action is required.
The audit committee should review the scope and staffing of the external auditors’ annual audit plan(s).
The audit committee should evaluate the external auditors’ qualifications, performance and independence and
should present its assessment to the full board at least annually. As part of the evaluation, the audit committee
should consider the following by obtaining and reviewing a report or reports from the company’s external auditors:
• Describe the external auditors’ internal quality control procedures.
• Describe any material issues raised by the following:
− The most recent internal quality control review or peer review of the auditing firm.
− Any inquiry or investigation by governmental or professional authorities, within the preceding five
years, regarding one or more independent audits carried out by the auditing firm and any steps to deal with
any such issues.
• Describe all relationships between the external auditors and the company, consistent with Independence
Standards Board Standard No. X.
• Assure that Section 10A of the Securities Exchange Act of 1934 (and amendments) has not been implicated.
The audit committee should obtain the opinion of management and the internal auditors of the independent
auditors’ qualifications, performance and independence.
The audit committee should assist in establishing policies regarding the company’s hiring practices of current or
former employees of the independent auditors.
INTERNAL AUDIT
At least annually, the audit committee should evaluate the performance, responsibilities, budget and staffing of the
company’s internal audit function. This evaluation should include a review of the responsibilities, budget and
staffing of the company’s internal audit function with the external auditors.
OTHER RISK MANAGEMENT MATTERS

The audit committee should review the company policies and practices about risk assessment and risk
management, including discussing with management the company’s major financial risk exposures and the steps
that have been taken to monitor and control such exposures.
OTHER DUTIES
The audit committee should also perform the following duties:
• Review the absence of any conflicts or related-party transactions with respect to the CFO and his/her
significant business and investment transactions annually. The CFO should be prohibited from any profit-
making business activities outside of the company that relates to activities of the company and should not have
been employed by the company’s external auditor firm(s) during the prior X years or, if involved in the firm’s
audit of the company, during the prior X years.
• Obtain reports from management on the company’s conformity with the company’s code of business conduct
and ethics. Review disclosures required to be made under the securities laws of insider and affiliated party
transactions. Advise the board of the company’s policies and procedures regarding compliance with applicable
laws and regulations and with the company’s code of business conduct and ethics. Review the procedures that
the company has implemented regarding compliance with the company’s code of business conduct and ethics.
• Monitor the implementation of procedures for the receipt, retention, and treatment of complaints regarding
accounting, internal accounting controls, auditing, or other matters, including mechanisms for anonymous
submission of related concerns by company employees.
• Review with the company’s general counsel legal matters regarding financial transactions, fraud or any other
issue that could have a significant impact on the annual reports.
REPORTING
The audit committee should provide an update to the board about committee activities:
• After each meeting, identify matters that action or improvement is needed, including where the committee is
not satisfied with any aspect of risk management and internal controls, financial reporting or audit-related
activities, including the independence and performance of the external auditors or any other matters the
committee deems appropriate while making recommendations of the steps to be taken.
• Bring to the attention of the board material issues, as well as complaints or concerns regarding accounting,
internal accounting controls, auditing or other matters, and, at least annually, review with the board the
company’s report regarding compliance with internal controls (including insider trading compliance).
• Provide a report regarding the audit committee’s discharge of responsibilities, overall performance, and
recommendations for improvement in the design and effectiveness of the audit committee at least annually to
the board.
• Provide a report annually to shareholders regarding how the audit committee has discharged its
responsibilities and how auditor objectivity and independence has been safeguarded.
LIMITATIONS OF THE AUDIT COMMITTEE’S ROLE
It is not the duty of the audit committee to plan or conduct audits or determine that the company’s financial
statements are complete, accurate and in accordance with GAAP. This is the responsibility of management and
the external auditors. Furthermore, while the audit committee is responsible for reviewing the company’s policies
and practices with respect to risk assessment and management, it is the responsibility of the CEO and senior
management to determine the appropriate level of the company’s exposure to risk. It is the duty of the audit
committee to report regularly to the board with respect to any issues that arise with respect to the quality or
integrity of the company’s financial statements, the company’s compliance with legal or regulatory requirements,
the performance and independence of the company’s external auditors, the performance of the internal audit
function or any other matter within the scope of the committee’s functions.
AUDIT COMMITTEE CHARTER (NYSE-LISTED COMPANY)
PURPOSE
The audit committee is appointed by the board to assist the board in monitoring the following:
• Integrity of the financial statements of the company
• Qualifications and independence of the independent auditor
• Performance of the company’s internal audit function and independent auditors
• Compliance by the company with legal and regulatory requirements
The audit committee should prepare the report required by the rules of the Securities and Exchange Commission
(SEC) to be included in the company’s annual proxy statement.
The audit committee should consist of no fewer than three members. The members of the audit committee should
meet the independence and experience requirements of the New York Stock Exchange, Section 10A(m)(3) of the
Securities Exchange Act of 1934 (the Exchange Act) and the rules and regulations of the SEC. At least one
member of the audit committee should be an “audit committee financial expert” as defined by the SEC. Audit
committee members should not simultaneously serve on the audit committees of more than two other public
companies.
The members of the audit committee should be appointed by the board on the recommendation of the nominating
and governance committee. Audit committee members may be replaced by the board.
MEETINGS
The audit committee should meet as often as it determines, but not less frequently than quarterly. The audit
committee should meet periodically in separate executive sessions with management (including the chief financial
officer and chief accounting officer), the internal auditors and the independent auditor, and have such other direct
and independent interaction with such people from time to time as the members of the audit committee deem
appropriate. The audit committee may request any officer or employee of the company or the company’s outside
counsel or independent auditor to attend a committee meeting or to meet with any members of, or consultants to,
the committee.
COMMITTEE AUTHORITY AND RESPONSIBILITIES

The audit committee should have the sole authority to appoint or replace the independent auditor (subject, if
applicable, to shareholder ratification). The audit committee should be directly responsible for the compensation
and oversight of the work of the independent auditor (including resolution of disagreements between management
and the independent auditor regarding financial reporting) to prepare or issue an audit report or related work. The
independent auditor should report directly to the audit committee.
The audit committee should preapprove all auditing services, internal control-related services and permitted non-
audit services (including the terms thereof) to be performed for the company by its independent auditor, subject to
the exceptions for non-audit services described in Section 10A(i)(l)(B) of the Exchange Act, which are approved
by the audit committee prior to the completion of the audit. The audit committee may form and delegate authority
to subcommittees consisting of one or more members when appropriate, including the authority to grant
preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant
preapprovals should be presented to the full audit committee at its next scheduled meeting.
The audit committee should have the authority, to the extent it deems necessary or appropriate, to retain
independent legal, accounting or other advisors. The company should provide appropriate funding, as determined
by the audit committee, for payment of compensation to the independent auditor and any advisors employed by
the audit committee when rendering or issuing an audit report.
The audit committee should make regular reports to the board. The audit committee should review and reassess
the adequacy of this charter annually and recommend any proposed changes to the board for approval. The audit
committee should annually review the audit committee’s own performance.
The audit committee, to the extent it deems necessary or appropriate, should:
Financial Statement and Disclosure Matters

• Review and discuss with management and the independent auditor the annual audited financial statements,
including disclosures made in management’s discussion and analysis, and recommend to the board whether
the audited financial statements should be included in the company’s Form 10-K.
• Review and discuss with management and the independent auditor the company’s quarterly financial
statements prior to the filing of its Form 10-Q, including the results of the independent auditor’s review of the
quarterly financial statements.
• Discuss with management and the independent auditor significant financial reporting issues and judgments
made in connection with the preparation of the company’s financial statements, including any significant
changes in the company’s selection or application of accounting principles.
• Review and discuss with management and the independent auditor any major issues regarding the adequacy
of the company’s internal controls, any special steps adopted in light of material control deficiencies and the
adequacy of disclosures about changes in internal controls over financial reporting.
• Review and discuss with management (including the senior internal audit executive) and the independent
auditor the company’s internal controls report and the independent auditor’s attestation of the report prior to
the filing of the company’s Form 10-K.
• Review and discuss quarterly reports from the independent auditors on the following:
− All critical accounting policies and practices to be used
− All alternative treatments of financial information within generally accepted accounting principles
that have been discussed with management, ramification of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent auditor
− Other material written communications between the independent auditor and management such
as any management letter or schedule of unadjusted differences
• Discuss with management the company’s earnings press releases, including the use of “pro forma” or
“adjusted” non-GAAP information, as well as financial information and earnings guidance provided to analysts
and rating agencies. Such discussion may be done generally (consisting of discussing the types of information
to be disclosed and the types of presentations to be made).
• Discuss with management and the independent auditor the effect of regulatory and accounting initiatives as
well as off-balance sheet structures on the company’s financial statements.
• Discuss with management the company’s major financial risk exposures and the steps management has taken
to monitor and control such exposures, including the company’s risk assessment and risk management
policies.
• Discuss with the independent auditor the matters required to be discussed by (Insert Name of Standard)
related to the conduct of the audit, including any difficulties encountered in the course of the audit work, any
restrictions on the scope of activities or access to requested information, and any significant disagreements
with management.
• Review disclosures made to the audit committee by the company’s CEO and CFO during their certification
process for the Form 10-K and Form 10-Q about any significant deficiencies in the design or operation of
internal controls or material weaknesses therein and any fraud involving management or other employees who
have a significant role in the company’s internal controls.
Oversight of the Company’s Relationship With the Independent Auditor
• Review and evaluate the lead partner of the independent auditor team.
• Obtain and review a report from the independent auditor at least annually regarding:
− Internal quality control procedures taken
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
− Any steps taken to deal with any of the issues
− All relationships between the independent auditor and the company
Evaluate the qualifications, performance and independence of the independent auditor, including considering
whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is
compatible with maintaining the auditor’s independence, taking into account the opinions of management and
internal auditors. The audit committee should present its conclusions with respect to the independent auditor to
the board.
• Ensure the rotation of the audit partners as required by law. To assure continuing auditor independence,
consider whether it is appropriate to adopt a policy for rotating the independent auditing firm regularly.
• Recommend policies to the board for the company’s hiring of employees or former employees of the
independent auditor.
• Discuss with the independent auditor material issues on which the national office of the independent auditor
was consulted by the company’s audit team.
• Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit.
Oversight of the Company’s Internal Audit Function

• Review the appointment and replacement of the senior internal auditing executive.
• Review significant reports to management prepared by the internal auditing department and management’s
responses.
• Discuss with the independent auditor and management the internal audit department responsibilities, budget
and staffing and any recommended changes in the planned scope of the internal audit.
Compliance Oversight Responsibilities

• Obtain from the independent auditor assurance that Section l0A(b) of the Exchange Act has not been
implicated.
• Obtain reports from management of the company’s senior internal auditing executive and independent auditor
that the company and its subsidiary/foreign affiliated entities conform with applicable legal requirements and
the company’s code of business conduct and ethics. Review reports and disclosures of insider and affiliated
party transactions. Advise the board with respect to the company’s policies and procedures regarding
compliance with applicable laws and regulations and the company’s code of business conduct and ethics.
• 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 submission of concerns
regarding questionable accounting or auditing matters by employees.
• Discuss with management and the independent auditor any correspondence with regulators or governmental
agencies and any published reports, which raise material issues regarding the company’s financial statements
or accounting policies.
• Discuss with the company’s general counsel legal matters that may have a material impact on the financial
statements or the company’s compliance policies and internal controls.
Limitation of the Audit Committee’s Role
While the audit committee has the responsibilities and powers outlined in this charter, it is not the duty of the audit
committee to plan or conduct audits or to determine that the company’s financial statements and disclosures are
complete and accurate and are in accordance with generally accepted accounting principles and applicable rules
and regulations. These are the responsibilities of management and the independent auditor.
AUDIT COMMITTEE PRE-APPROVAL OF SERVICES
STATEMENT OF PRINCIPLES
The audit committee must preapprove the audit and non-audit services performed by the independent auditor to
ensure that the provision of such services does not impair the auditor’s independence. Before the company or any
of its subsidiaries engages the independent auditor to render a service, the engagement must be both the
following:
• Specifically approved by the audit committee
• Entered under this preapproval policy
The appendices to this preapproval policy describe in detail the particular audit, audit-related, tax and other
services that have the preapproval of the audit committee under this policy. 1 The term of any preapproval is X
months from the date of preapproval, unless the audit committee specifically provides for a different period. The
audit committee should periodically revise the list of preapproved services.
DELEGATION
The audit committee may delegate preapproval authority to one or more of its members. The member or
members to whom such authority is delegated should report any preapproval decisions to the audit committee at
its next scheduled meeting. The audit committee may not delegate to management the audit committee’s
responsibilities to preapprove services performed by the independent auditor.
AUDIT SERVICES
The audit committee must specifically preapprove the terms of the annual audit services engagement. The audit
committee should approve, if necessary, any changes in terms resulting from changes in audit scope, company
structure or other matters.
In addition to the annual audit services engagement approved by the audit committee, the audit committee may
grant preapproval for other audit services, which are those services that only the independent auditor reasonably
can provide. The audit committee has preapproved the audit services listed below. All other audit services not
listed below must be specifically preapproved by the audit committee.
AUDIT-RELATED SERVICES
Audit-related services, including internal control-related services, are assurance and related services that are
reasonably related to the performance of the audit or review of the company’s financial statements and/or the
company’s internal controls over financial reporting, and that are traditionally performed by the independent
auditor. The audit committee believes that the provision of audit-related services does not impair the
independence of the auditor, and has preapproved the audit-related services listed below. All other audit-related
services not listed below, and all internal control-related services, must be specifically preapproved by the audit
committee.
1
The services listed are for illustrative purposes only.
TAX SERVICES
The audit committee believes that the independent auditor can provide tax services to the company such as tax
compliance, tax planning and tax advice without impairing the auditor’s independence. However, the audit
committee should scrutinize the retention of the independent auditor in connection with any tax-related transaction
initially recommended by the independent auditor. The audit committee has preapproved the tax services listed
below. All tax services not listed below must be specifically preapproved by the audit committee.
OTHER SERVICES
The audit committee may grant preapproval to those permissible non-audit services classified as other services
that it believes would not impair the independence of the auditor, including those that are routine and recurring
services. The audit committee has preapproved the other services listed below. Permissible other services not
listed below must be specifically preapproved by the audit committee. Below is a list of the SEC’s prohibited non-
audit services. The rules of the SEC and the PCAOB and relevant guidance should be consulted to determine the
precise definitions of these services and the applicability of exceptions to certain prohibitions.
PREAPPROVAL FEE LEVELS

The audit committee may consider the amount or range of estimated fees as a factor when determining whether a
proposed service would impair the auditor’s independence. Where the audit committee has approved an
estimated fee for a service, the preapproval applies to all services described in the approval. However, in the
event the invoice in respect of any such service is materially more than the estimated amount or range, the audit
committee must approve such excess amount prior to payment of the invoice. The audit committee expects that
any requests to pay invoices over the estimated amounts will include an explanation as to the reason for the
overage. The company’s independent auditor will be informed of this policy.
SUPPORTING DOCUMENTATION
Regarding each proposed preapproved service, the independent auditor should provide the audit committee with
detailed backup documentation regarding the specific services to be provided.
PROCEDURES
The company’s management should inform the audit committee of each service performed by the independent
auditor according to this document.
Requests or applications to provide services that require separate approval by the audit committee should be
submitted to the audit committee by both the independent auditor and the chief financial officer, treasurer or
controller, and must include a joint statement as to whether, in their view, the request or application is consistent
with the SEC’s and the PCAOB’s rules on auditor independence.
PREAPPROVED AUDIT SERVICES FOR (INSERT YEAR)
Service Estimated Range of Fees
Statutory audits or financial audits for subsidiaries or affiliates of the company
Services associated with SEC registration statements, periodic reports and

other documents filed with the SEC or other documents issued in connection
with securities offerings (e.g., comfort letters, consents), and assistance in
responding to SEC comment letters
Consultations by company management about the accounting or disclosure

treatment of transactions or events and/or the actual or potential impact of final
or proposed rules, standards or interpretations by the SEC, PCAOB, FASB, or
other regulatory or standard-setting bodies
(Note: Under SEC rules, some consultations may be “audit-related” services
rather than “audit” services.)
PREAPPROVED AUDIT-RELATED SERVICES FOR (INSERT YEAR)
Due diligence services pertaining to potential business acquisitions/

dispositions
Financial statement audits of employee benefit plans
Consultations by the company’s management as to the accounting or

disclosure treatment of transactions or events and/or the actual or potential
impact of final or proposed rules, standards or interpretations by the SEC,
PCAOB, FASB, or other regulatory or standard-setting bodies
(Note: Under SEC rules, some consultations may be “audit” services rather
than “audit-related” services.)
Attest services not required by statute or regulation
PREAPPROVED TAX SERVICES FOR (INSERT YEAR)
U.S. federal, state and local tax planning and advice
U.S. federal, state and local tax compliance
International tax planning and advice
International tax compliance
Federal, state, local and international income, franchise and other tax returns
Licensing (or purchase) of income tax preparation software 2 from the

independent auditor (provided the functionality is limited to preparation of tax
returns)
PREAPPROVED OTHER SERVICES FOR (INSERT YEAR)
PROHIBITED NON-AUDIT SERVICES
• Bookkeeping or other services related to the accounting records or financial statements of the audit client
• Financial information systems design and implementation
• Appraisal or valuation services, fairness opinions or contribution-in-kind reports
• Actuarial services
• Internal audit outsourcing services
• Management functions
• Human resources
• Broker-dealer, investment adviser or investment banking services
• Legal services
• Expert services unrelated to the audit
APPENDIX: AUDIT COMMITTEE CHARTER REVIEW
CHECKLIST
This checklist addresses a variety of topics and acts that often fall within the audit committee’s responsibilities. It
provides a broad framework and a set of activities that can be undertaken by the audit committee to achieve
appropriate oversight.
This document is intended to only be a sample guide for understanding and reviewing the current audit committee
charter. Organizations should continuously update and monitor this document to ensure that it reflects business
operations.
Topic Addressed in Charter Yes No NA Action Plan
• Ensure that everything is established by the board of

¨ ¨ ¨
directors (BOD).
• Assist the BOD in overseeing accounting and

financial reporting processes and audits of the ¨ ¨ ¨
financial statements.
• Review policies and procedures to fulfill

responsibilities regarding fair and accurate
presentation of financial statements in accordance ¨ ¨ ¨
with GAAP and applicable rules and regulations of
the SEC and NASDAQ.
• Provide an open avenue of communication among

the independent auditors, financial and senior
¨ ¨ ¨
management, the internal auditing function, and the
BOD.
• Seek authority to obtain advice and assistance from

¨ ¨ ¨
outside advisers, including legal and accounting.
• Provide appropriate funding for compensation to the

¨ ¨ ¨
independent auditor and to any advisers.
• It is not the duty of the audit committee to plan or

conduct audits or to determine that the company's
financial statements are complete, accurate and in
accordance with GAAP, nor is it the duty of the audit ¨ ¨ ¨
committee to ensure compliance with laws and
regulations. These are the responsibilities of
management and the outside auditors.
• The committee meets at least X times annually. ¨ ¨ ¨
• Comprise the group of three or more members, each

¨ ¨ ¨
of whom should be independent directors.
• Ensure to be free from any relationship that would

interfere with the exercise of his or her independent ¨ ¨ ¨
judgment.
• Meet with internal audit and the independent auditor

¨ ¨ ¨
in separate executive sessions.
• Reference financial expert requirements. ¨ ¨ ¨
• Ensure that members of the audit committee are

¨ ¨ ¨
elected by the BOD.
• Confirm that members of the audit committee are

recommended by the governance and nominating ¨ ¨ ¨
committee and are appointed by the BOD.
• Seek authority to form and delegate to

¨ ¨ ¨
subcommittees.
• Ensure that audit committee members do not serve

on the committee of more than X other companies ¨ ¨ ¨
without full approval of the BOD.
• Reference the independence section of Section 301

¨ ¨ ¨
of the Sarbanes-Oxley Act of 2002 within the charter.
• Ensure that audit committee member’s

compensation is not determined by the BOD. No
member of the audit committee may receive any ¨ ¨ ¨
compensation from the company other than
director's fees.
• The committee shall not include members who,

accept any consulting, advisor or other
compensatory fee, are executive officers of the
¨ ¨ ¨
company or who beneficially own or control more
than X% of the company's outstanding common
stock.
• The committee may delegate authority to

¨ ¨ ¨
subcommittees.
• Documents/Reports/Accounting Information Review

− Review the charter.
− Review and discuss annual financial statements.
− Recommend whether the financial statements ¨ ¨ ¨
should be included in the periodic reports.
− Review press releases.
− Review the regular internal report.
• Independent Auditor
− Appoint, compensate and oversee work
performed by the independent auditor.
− Review any problems or difficulties and
management's responses as well as the
independent auditor's attestation report with the
independent auditor.
¨ ¨ ¨
− Hold timely discussions with the independent
auditor.
− Review the independence of the independent
auditor.
− Review and preapprove audit and non-audit
services to be provided by the independent
auditor.
• Financial Reporting Processes and Accounting

Policies
− Review the integrity of the organization's financial
reporting processes.
− Review with management the effect of regulatory
and accounting initiatives, as well as off-balance
sheet structures on the financial statements, if
any. ¨ ¨ ¨
− Establish and maintain procedures of complaints
regarding accounting, internal accounting or
auditing matters.
− Establish and maintain procedures for the
confidential, anonymous submission by company
employees of questionable accounting or auditing
matters.
• Internal Audit: Review and concur with management

on the scope and responsibilities of an internal audit ¨ ¨ ¨
department.
• Other Responsibilities
− Review the extent to which changes or
improvements in financial or accounting practices
occur with the independent auditor, the internal
auditing department and management.
− Prepare the report that the SEC requires to be
included in the company's annual proxy
statement. ¨ ¨ ¨
− Review the rationale for employing audit firms
other than the principal independent auditor.
− Perform any other activities consistent with the
charter and bylaws.
Other ¨ ¨ ¨
• Discuss the company's major financial risk

exposures with management and the steps
¨ ¨ ¨
management has taken to monitor and control such
exposures.
• Ensure the rotation of audit partners as required by

¨ ¨ ¨
law.
• Review and recommend to the BOD the company's

policies for hiring employees or former employees of
¨ ¨ ¨
the independent auditor who participated in any
capacity in the audit of the company.
• Annually review the distribution and acknowledgment

¨ ¨ ¨
process related to the policy on business conduct.
• Annually review the company's policies and

procedures with respect to officer travel and ¨ ¨ ¨
entertainment expenses.
• Perform an annual performance evaluation of the

¨ ¨ ¨
committee.
• Initially establish and periodically review hiring

policies for employees and former employees of the ¨ ¨ ¨
independent auditors.
• Periodically discuss with management the guidelines

and policies that govern the process by which the ¨ ¨ ¨
company assesses and manages risk.
• Direct any special investigations of the company's

financial statements, internal controls, and ¨ ¨ ¨
compliance with applicable laws or business ethics.
• Monitor and review related party transactions. ¨ ¨ ¨
• Oversee the corporate compliance program. ¨ ¨ ¨
• Act as the company's qualified legal compliance

committee for purposes of internal and external
¨ ¨ ¨
attorney reporting under Section 307 of the
Sarbanes-Oxley Act of 2002.
• Coordinate the evaluation of financial management

¨ ¨ ¨
personnel with the compensation committee.
• Review the related party transaction policy. ¨ ¨ ¨
• Consider and present a code of ethics to the BOD. ¨ ¨ ¨

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AUDIT COMMITTEE CHARTER: SAMPLE 1

FINANCIAL REPORTING PROCESS AND CONTROLS

ANNUAL PERFORMANCE EVALUATION

STRUCTURE AND OPERATIONS

COMPENSATION AND QUALIFICATIONS

RESPONSIBILITIES AND DUTIES

REVIEW OF COMPANY’S EXTERNAL REPORTS

INTERNAL AUDIT AND ITS FUNCTIONS

FINANCIAL REPORTING PROCESS

LEGAL COMPLIANCE/ENTERPRISE RISK MANAGEMENT

COMMITTEE PERFORMANCE REVIEW

RESPONSIBILITIES AND DUTIES

COMMITTEE AUTHORITY AND RESPONSIBILITIES

FINANCIAL STATEMENT DISCLOSURE MATTERS

OVERSIGHT OF THE COMPANY’S RELATIONSHIP WITH THE INDEPENDENT AUDITOR

PERIODIC ROTATION OF AUDIT FIRM AND ITS PERSONNEL

OVERSIGHT OF THE COMPANY’S INTERNAL AUDIT FUNCTION

COMPLIANCE OVERSIGHT RESPONSIBILITIES

LIMITATION OF AUDIT COMMITTEE’S ROLE

PURPOSE AND AUTHORITY

MEETING AND PROCEDURES

DUTIES AND RESPONSIBILITIES

The committee should perform the following activities:

AUDIT COMMITTEE SECRETARY

FINANCIAL STATEMENT AND DISCLOSURE MATTERS

OTHER RISK MANAGEMENT MATTERS

LIMITATIONS OF THE AUDIT COMMITTEE’S ROLE

AUDIT COMMITTEE CHARTER (NYSE-LISTED COMPANY)

COMMITTEE AUTHORITY AND RESPONSIBILITIES

The audit committee, to the extent it deems necessary or appropriate, should:

Financial Statement and Disclosure Matters

Oversight of the Company’s Internal Audit Function

Compliance Oversight Responsibilities

Limitation of the Audit Committee’s Role

AUDIT COMMITTEE PRE-APPROVAL OF SERVICES

PREAPPROVAL FEE LEVELS

PREAPPROVED AUDIT SERVICES FOR (INSERT YEAR)

Service Estimated Range of Fees

Statutory audits or ﬁnancial audits for subsidiaries or affiliates of the company

Services associated with SEC registration statements, periodic reports and

Consultations by company management about the accounting or disclosure

Service Estimated Range of Fees

Due diligence services pertaining to potential business acquisitions/

Financial statement audits of employee benefit plans

Consultations by the company’s management as to the accounting or

Attest services not required by statute or regulation

PREAPPROVED TAX SERVICES FOR (INSERT YEAR)

Service Estimated Range of Fees

U.S. federal, state and local tax planning and advice

U.S. federal, state and local tax compliance

International tax planning and advice

International tax compliance

Licensing (or purchase) of income tax preparation software 2 from the

Service Estimated Range of Fees

PROHIBITED NON-AUDIT SERVICES

Topic Addressed in Charter Yes No NA Action Plan

• Ensure that everything is established by the board of

• Assist the BOD in overseeing accounting and

• Review policies and procedures to fulfill

• Provide an open avenue of communication among

• Seek authority to obtain advice and assistance from

• Provide appropriate funding for compensation to the

• It is not the duty of the audit committee to plan or

• The committee meets at least X times annually. ¨ ¨ ¨