Audit Committee

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Our Audit Committee is responsible for oversight of our risks relating to accounting matters, financial reporting and legal and regulatory compliance. In particular, our Audit Committee has the following purposes pursuant to its charter:

  • oversee the quality, integrity and reliability of the financial statements and other financial information we provide to any governmental body or the public;
  • oversee our compliance with legal and regulatory requirements;
  • retain our independent registered public accounting firm;
  • oversee the qualifications, performance and independence of our independent registered public accounting firm;
  • oversee the performance of our internal audit function;
  • oversee our systems of internal controls regarding finance, accounting, legal compliance and ethics that our management and Board have established;
  • provide an open avenue of communication among our independent registered public accounting firm, financial and senior management, the internal auditing department, and our Board, always emphasizing that the independent registered public accounting firm is accountable to our Audit Committee; and
  • perform such other functions as our Board may assign to our Audit Committee from time to time.

 

Our Audit Committee was established in February 2011. Going forward, our Audit Committee, in connection with these purposes and to satisfy its oversight responsibilities, will annually select, engage and evaluate the performance and ongoing qualifications of, and determine the compensation for, our independent registered public accounting firm, review our annual and quarterly financial statements, and confirm the independence of our independent registered public accounting firm. Our Audit Committee will meet with our management and independent registered public accounting firm regarding the adequacy of our financial controls and our compliance with legal, tax and regulatory matters and our significant policies. In particular, our Audit Committee will separately meet regularly with our chief financial officer, corporate controller, director of internal audit, our independent registered public accounting firm and other members of management. Our Audit Committee chair will routinely meet between formal committee meetings with our chief financial officer, corporate controller, director of internal audit and our independent registered public accounting firm. The committee will also receive regular reports regarding issues such as the status and findings of audits being conducted by the internal and independent auditors, accounting changes that could affect our financial statements and proposed audit adjustments.

While our Audit Committee has the responsibilities and powers set forth in its charter, it is not the duty of our Audit Committee to plan or conduct audits, to determine that our financial statements are complete and accurate, or to determine that such statements are in accordance with accounting principles generally accepted in the United States and other applicable rules and regulations. Our management is responsible for the preparation of our financial statements in accordance with accounting principles generally accepted in the United States and our internal controls. Our independent registered public accounting firm is responsible for the audit work on our financial statements. It is also not the duty of our Audit Committee to conduct investigations or to assure compliance with laws and regulations and our policies and procedures. Our management is responsible for compliance with laws and regulations and compliance with our policies and procedures.

A copy of the Audit Committee Charter, including the Pre-Approval Policy, is available here.

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