Board Committee Charters
Comprehensive charters defining the purpose, responsibilities, and operating procedures of our Board committees.
Committee Governance Overview
The Board of Directors has established several standing committees to assist in fulfilling its oversight responsibilities. Each committee operates under a formal charter that defines its purpose, composition, responsibilities, and operating procedures.
These charters are reviewed annually and updated as necessary to reflect evolving best practices, regulatory requirements, and the company's changing needs.
Audit Committee Charter
Financial oversight and internal controls
Purpose
The Audit Committee assists the Board in fulfilling its oversight responsibilities relating to the integrity of the company's financial statements, the financial reporting process, internal control systems, the internal and external audit processes, and compliance with legal and regulatory requirements.
Composition
- Minimum of three independent directors
- All members must be financially literate
- At least one member designated as financial expert
- Chair appointed by the Board
Key Responsibilities
Financial Reporting
- • Review quarterly and annual financial statements
- • Discuss critical accounting policies and estimates
- • Review earnings releases and financial guidance
- • Monitor financial reporting processes
Internal Controls
- • Oversee internal control framework
- • Review internal audit plans and findings
- • Monitor control effectiveness
- • Address control deficiencies
External Audit
- • Appoint and oversee external auditors
- • Review audit scope and approach
- • Discuss audit findings and recommendations
- • Evaluate auditor independence
Compliance
- • Monitor regulatory compliance
- • Review compliance programs
- • Oversee whistleblower procedures
- • Address compliance violations
Meetings
- • Meets at least quarterly, with additional meetings as needed
- • Executive sessions with external auditors, internal auditors, and management
- • Reports regularly to the full Board
- • Annual performance self-assessment
Common Standards for All Committees
Authority
- • Full access to company information and personnel
- • Authority to engage external advisors
- • Right to delegate tasks to subcommittees
- • Power to conduct investigations
Reporting
- • Regular reports to full Board
- • Documentation of meetings and decisions
- • Annual performance evaluations
- • Charter reviews and updates
Related Governance Resources
Questions About Committee Governance?
Contact our Governance team for more information about our board committees.
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