Audit Committee Charter
The current members of our Audit Committee are Ms. Arway, Mr. Desroches, and Dr. Roper, with Mr. Desroches serving as the Chair. Our Board has determined that each of the members of the Audit Committee qualifies as an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission and that each is "independent" and "financially literate" under the listing standards of the New York Stock Exchange and the Company's independence standards.
The Audit Committee's primary responsibilities are:
- Monitor and oversee: (i) the quality and integrity of the Company’s consolidated financial statements and related footnotes and other related disclosures; (ii) the integrity and effectiveness of the Company’s system of internal control over financial reporting; (iii) the Company’s compliance with legal and regulatory requirements (including healthcare compliance in coordination with the Board’s Compliance Committee); (iv) the independence, qualifications, and performance of the Company’s independent registered public accounting firm; (v) the Company’s internal audit function; (vi) the Company’s policies and programs with respect to enterprise risk assessment and enterprise risk management, including risks related to privacy and data security; and (vii) the effectiveness of the Company’s disclosure controls and procedures; and (viii) compliance with ethical standards.
- Prepare the report of the Committee required to be included in the Company’s annual report or proxy statement under the rules of the U.S. Securities and Exchange Commission (the “SEC”).
- Appoint and engage the Company’s independent registered public accounting firm and pre-approve the independent registered public accounting firm’s annual audit services, including related fees, audit related services, and all other services in accordance with the Company’s pre-approval policy and rules and regulations promulgated by the SEC.
- Provide an avenue of communication among the independent registered public accounting firm, management, the internal audit department, and the Board.