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AUDIT REVIEW COMMITTEE CHARTER
April 26, 1977
As Amended August 29, 1990; August 25, 1993; December 5, 1995;
September 11, 2001; February 26, 2003; December 3, 2003;
November 29, 2006 and November 30, 2007
RESOLVED, that the Audit Review Committee Charter is as follows:
RESOLVED, that there be and hereby is created a committee to be known as the Audit Review Committee (the "Committee") to assist the Board of Directors in fulfilling its oversight responsibilities pertaining to the accounting, auditing and financial reporting processes of the Company, and that the Committee shall consist of at least three directors, all of whom meet the independence and financial literacy requirements of law and of the New York Stock Exchange. A quorum shall exist when at least half the members of the Committee are present. At least one member of the Committee will meet the accounting or related financial management expertise requirement established by the Board of Directors. The members of the Committee and the Chair thereof shall be designated by the Board of Directors.
FURTHER RESOLVED, that the independent registered public accounting firm engaged to audit the financial statements and internal control over financial reporting of the Company (the "External Auditors") shall be ultimately accountable to the Board of Directors and this Committee.
FURTHER RESOLVED, that this Committee shall have the sole authority and be directly responsible for the selection, retention, evaluation and, where appropriate, replacement of the External Auditors as well as for the compensation and oversight of the work of the External Auditors.
FURTHER RESOLVED, that the following are the primary responsibilities of the Committee and are set forth only for its guidance. The Committee may, from time to time, adopt procedures as it deems appropriate in carrying out its oversight functions and may perform such other functions as may be assigned to it by law or regulation, this Charter, the Company's Articles of Incorporation, or Bylaws, or by the Board of Directors. The Committee shall:
- Select, retain, evaluate and, where appropriate, replace, External Auditors to conduct the audit of the Company's financial statements and internal control over financial reporting to be filed with the U.S. Securities and Exchange Commission, and approve all audit engagement fees and terms.
- Assist the Board of Directors in its oversight of (i) the integrity of the Company's financial statements; (ii) the Company's compliance with legal and regulatory requirements; (iii) the External Auditors' performance, qualifications and independence; and (iv) the performance of the Company's internal audit function.
- Determine whether to recommend to the Board of Directors that the Company's financial statements be included in its Annual Report on Form 10-K for filing with the U.S. Securities and Exchange Commission. To carry out this responsibility, the Committee shall:
- review the disclosures to be included in the Management's Discussion and Analysis;
- review and discuss the results of each external audit of the Company's audited financial statements and internal control over financial reporting with management and the External Auditors;
- discuss with the External Auditors the matters required to be discussed by Public Company Accounting Oversight Board—United States (PCAOB) Interim Auditing Standard AU Section 380, Communication with Audit Committees, relating to the conduct of the audit;
- review and discuss with the External Auditors the written disclosures required by Independence Standards Board Standard No. 1, Independence Discussions Audit Committees, as may be amended by the PCAOB regarding their independence and, where appropriate, recommend that the Board of Directors take appropriate action in response to the disclosures to satisfy itself of the independence of the Company's External Auditors;
- based upon the reviews and discussions, prepare and issue its report for inclusion in the Company's proxy statement.
- Consider whether the provision by the External Auditors of services not related to the audit of the annual financial statements and internal control over financial reporting included in the Company's Annual Report on Form 10-K and the reviews of the interim financial statements included in the Company's Quarterly Reports on Form 10-Q, including disclosures in the Management's Discussion and Analysis, for such year is compatible with maintaining the External Auditors' independence.
- Review the scope of, and plans for, the annual audit by the External Auditors.
- Meet collectively and separately, at least quarterly, with each of management, the General Counsel, the internal auditors and the External Auditors.
- Meet with management and the External Auditors in order to discuss (i) the critical accounting policies and practices to be used, including critical accounting estimates, the selection of initial accounting policies, reasons why certain policies are or are not considered critical, and how current and future events affect that determination; (ii) the alternative treatments of financial information within accounting principles generally accepted in the United States of America (GAAP) for policies and practices related to material items that have been discussed with management, including ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the External Auditors; and (iii) other material written communications between the External Auditors and management, such as any management letter or schedule of unadjusted differences, the management representation letter, internal controls reports, schedules of material adjustments and proposed reclassifications, listings of adjustments and reclassifications not recorded, engagement letters and independence letters.
- Discuss at least quarterly with management and the External Auditors the quarterly financial information prior to the Company's filing of Quarterly Reports on Form 10-Q or Annual Report on Form 10-K, including disclosures in the Management's Discussion and Analysis, and any matters identified in conjunction with the External Auditor's review of the interim financial information that are required by the applicable auditing standards to be communicated to the Committee or authorize the Chair of the Committee to conduct such discussions.
- Discuss with management earnings press releases, financial information and earnings guidance provided to analysts and rating agencies, with particular attention to the use of pro forma or adjusted non-GAAP information.
- Review annually the Company's procedures relating to its Business Conduct Guidelines and meet periodically with the General Counsel concerning litigation and legal and regulatory compliance.
- Meet at a minimum of once each fiscal year with members of the internal audit department, such meeting to include private session with the senior executive in charge of the internal audit department, to review and discuss as appropriate:
- the internal audit function, including staffing;
- the adequacy of the Company's internal control over financial reporting;
- all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting;
- any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.
- Review and reassess the adequacy of this Charter annually and submit it to the Board of Directors for approval.
- Report Committee activities to the full Board of Directors on a regular basis.
- Discuss with management and the External Auditors policies with respect to risk assessment and risk management.
- Set clear hiring policies for employees and former employees of the Company's External Auditors.
- Assure the rotation of the lead, concurring and other audit partners as required by applicable law.
- Review with the lead audit partner whether any of the audit partners receive any discretionary compensation from the External Auditors with respect to procuring engagements with the Company to provide services other than audit, review or attest services.
- Establish procedures for (i) the receipt, retention and treatment of complaints about accounting, internal accounting controls or auditing matters and (ii) the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
- Approve all engagements for the provision of audit services and permissible non-audit services by the Company's External Auditors or any other public accountant when applicable law or regulation requires public accountant independence in connection with the engagement. Such approval may be made by any member of the Committee between meetings of the Committee. Such approval shall then be reported at the next Committee meeting.
- Review with the External Auditors any audit problems or difficulties and management's response.
- Review at least annually a report by the External Auditors describing (i) the External Auditors' internal quality control procedures; (ii) any material issues raised by the most recent internal quality control review or peer review of the External Auditors, 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 External Auditors, and any steps taken to deal with any such issues; and (iii) all relationships between the External Auditors and the Company.
- Conduct a review on an annual basis of the Committee's performance.
- Retain legal, accounting or other consultants for advice and assistance as deemed necessary or appropriate by the Committee.
FURTHER RESOLVED, that the Company shall provide for appropriate funding, as determined by the Committee, for payment: to the External Auditors; to any legal, accounting or other consultants retained by the Committee; and for ordinary administrative expenses of the Committee that are necessary and appropriate in carrying out its duties.
FURTHER RESOLVED, that in discharging its oversight responsibilities, the Committee shall have unrestricted access to the Company's management, books and records.
FURTHER RESOLVED, that it is the responsibility of management of the Company to establish and maintain internal control over financial reporting and to prepare financial statements in accordance with GAAP and it is the responsibility of the External Auditors for the Company to audit those financial statements and to express an opinion on (i) the conformity of the financial statements with GAAP, and (ii) the effectiveness of internal control over financial reporting. The Committee's responsibility is one of oversight. The Committee is not providing any special assurance as to the Company's financial statements or internal control over financial reporting or the audit of the financial statements and internal control over financial reporting by the External Auditors.
FINALLY RESOLVED, that members of the Committee shall be entitled to rely, to the fullest extent permitted by law, on the accuracy of the representations made and the financial and other information provided to the Committee by persons and organizations within and outside the Company.
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