The Audit Committee oversees the adequacy and effectiveness of the Company’s accounting and financial policies and controls. The key aspects of the terms of reference followed by our Audit Committee are set out in this report.The Audit Committee meets at least quarterly in a separate executive session with the external auditor and internal auditor, respectively.
Currently, the members of the Audit Committee are Mr Anderson (Chairman), Mr Dilger, Mr Hammes and Mr Harrison.
All members of the Audit Committee must be financially literate and must have sufficient business, industry and financial expertise to act effectively as members of the Audit Committee. At least one member of the Audit Committee shall be an “audit committee financial expert” as determined by the Nominating and Governance Committee and the Board in accordance with the SEC rules. These may be the same person. The Nominating and Governance Committee and the Board have determined that Mr Anderson, Mr Harrison and Mr Dilger are “audit committee financial experts.”
The Audit Committee provides advice and assistance to the Board in fulfilling its responsibilities and, amongst other matters:
- overseeing the Company’s financial reporting process and reports on the results of its activities to the Board;
- reviewing with management and the external auditor the Company’s annual and quarterly financial statements and reports to shareholders;
- discussing earnings releases as well as information and earnings guidance provided to analysts;
- reviewing and assessing the Company’s risk management policies and procedures;
- having general oversight of the appointment and provision of all external audit services to the Company, the remuneration paid to the external auditor, and the performance of the Company’s internal audit function;
- reviewing the adequacy and effectiveness of the Company’s internal compliance and control procedures;
- reviewing the Company’s compliance with legal and regulatory requirements; and
- establishing procedures for complaints regarding accounting, internal accounting controls and auditing matters, including any complaints from whistleblowers.
Conflicts of Interest
The Audit Committee oversees the Company’s Code of Business Conduct and Ethics policy and other business-related conflict of interest issues as they arise.
Reporting
The Audit Committee will inform the Board of any general 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 Company’s risk management systems, the performance and independence of the external auditor, or the performance of the internal audit function.
Charter
View the Audit Committee Charter (revised June 2010) (PDF, 60K).
