Audit Committee Charter
The current members of our Audit Committee are Ms. Desoer, Mr. Desroches, and Mr. Nehra, with Mr. Desroches serving as the Chair. Our Board has determined that Mr. Desroches qualifies as an “audit committee financial expert” within the meaning of the rules of the Securities and Exchange Commission and that each of the members of the Audit Committee 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:
- Monitors and oversees the quality and integrity of our consolidated financial statements and related footnotes and other related disclosures.
- Oversees the independence, qualifications and performance of our independent registered public accounting firm, including a review of the scope and results of their audit, as well as the performance of our internal audit function.
- Appoints and engages our independent registered public accounting firm, and pre-approves the firm's annual audit services, including related fees, audit-related services, and all other services in accordance with our pre-approved policy and rules and regulations promulgated by the SEC.
- Together with the Compliance and Quality Committee, assists the Board with overseeing compliance with legal and regulatory requirements.
- Oversees the effectiveness of our disclosure controls and procedures and compliance with ethical standards.
- Oversees our policies and programs with respect to enterprise risk assessment and enterprise risk management, including the risks related to privacy and data security.
- Provides an avenue of communication among the independent registered public accounting firm, management, internal audit department and the Board.
- Prepares the committee report required to be included in our annual report or proxy statement.
- Considers related party transactions for approval or ratification, or recommends that such approval or ratification come from the disinterested members of the Board.