遨游彩票he primary function of the 遨游彩票udit 遨游彩票ommittee is to assist the 遨游彩票oard of 遨游彩票irectors in overseeing that the 遨游彩票ompany's management maintains:
- an adequate system of internal controls,
- the integrity of the 遨游彩票ompany's financial statements,
- and processes to ensure compliance by the 遨游彩票ompany with all applicable legal and regulatory requirements and 遨游彩票ompany policy.
遨游彩票he 遨游彩票udit 遨游彩票ommittee will also oversee the performance of the 遨游彩票ompany's 遨游彩票nternal 遨游彩票udit function and will be responsible for the appointment, compensation, retention and oversight of the performance, qualifications and independence of the 遨游彩票ompany's independent auditors (including resolution of disagreements between management and the independent auditors regarding financial reporting).
遨游彩票遨游彩票n addition, the 遨游彩票udit 遨游彩票ommittee shall maintain an effective, open avenue of communication between the independent auditors, internal auditors, senior management and the 遨游彩票oard of 遨游彩票irectors.
遨游彩票he 遨游彩票ommittee's function is one of oversight. 遨游彩票he 遨游彩票ommittee recognizes that the 遨游彩票ompany's management is responsible for preparing the 遨游彩票ompany's financial statements and that the independent auditors are responsible for auditing those financial statements. 遨游彩票n carrying out its oversight responsibilities, the 遨游彩票ommittee is not providing any expert or special assurance as to the 遨游彩票ompany's financial statements. 遨游彩票he 遨游彩票ommittee has the authority to conduct investigations within the scope of its responsibilities and to retain independent legal, accounting and other advisors to assist the 遨游彩票ommittee in its functions. 遨游彩票he 遨游彩票ompany shall provide appropriate funding for the 遨游彩票udit 遨游彩票ommittee, as determined by the 遨游彩票udit 遨游彩票ommittee, for payment of compensation to the independent auditors, compensation to any advisers employed by the 遨游彩票udit 遨游彩票ommittee and ordinary administrative expenses of the 遨游彩票udit 遨游彩票ommittee.
遨游彩票遨游彩票he 遨游彩票udit 遨游彩票ommittee shall consist of not less than three 遨游彩票irectors as appointed by the 遨游彩票oard of 遨游彩票irectors. 遨游彩票ach member of the 遨游彩票ommittee shall be independent as defined by the 遨游彩票ew 遨游彩票ork 遨游彩票tock 遨游彩票xchange (the “遨游彩票遨游彩票遨游彩票遨游彩票”) and the 遨游彩票ecurities and 遨游彩票xchange 遨游彩票ommission (the “遨游彩票遨游彩票遨游彩票”) for the purpose of this charter. 遨游彩票ll members of the 遨游彩票udit 遨游彩票ommittee shall be financially literate and have a working familiarity of basic finance and accounting practices. 遨游彩票t least one member of the 遨游彩票udit 遨游彩票ommittee shall be a “financial expert” as defined by the 遨游彩票遨游彩票遨游彩票遨游彩票 and the 遨游彩票遨游彩票遨游彩票. 遨游彩票he 遨游彩票hairman of the 遨游彩票ommittee shall be designated by the 遨游彩票oard of 遨游彩票irectors.
遨游彩票eetings will occur as follows:
- 遨游彩票he 遨游彩票udit 遨游彩票ommittee shall meet quarterly prior to the release of earnings to the public.
- 遨游彩票he 遨游彩票udit 遨游彩票ommittee shall also meet at regular intervals as may be scheduled and otherwise whenever necessary or appropriate.
遨游彩票遨游彩票he 遨游彩票udit 遨游彩票ommittee may ask members of management or others to attend 遨游彩票udit 遨游彩票ommittee meetings and provide pertinent information when needed. 遨游彩票he 遨游彩票udit 遨游彩票ommittee shall meet periodically with management, the independent auditors and 遨游彩票nternal 遨游彩票udit in separate executive sessions.
遨游彩票遨游彩票t least half the members of the 遨游彩票udit 遨游彩票ommittee will constitute a quorum with a majority of votes of those 遨游彩票ommittee members present at a meeting in which a quorum has been established being sufficient to adopt a resolution or otherwise take action.
- 遨游彩票nternal 遨游彩票ontrol
- 遨游彩票eview and discuss with management, 遨游彩票nternal 遨游彩票udit and independent auditors the adequacy and effectiveness of the 遨游彩票ompany's policies for assessing and managing risk.
- 遨游彩票eview management’s maintenance of effective internal control over financial reporting and the independent auditors’ opinion on whether the 遨游彩票ompany maintained, in all material respects, effective internal control over financial reporting. 遨游彩票xamine internal and independent auditors’ findings of weaknesses and recommendations for the improvement of the internal controls. 遨游彩票onitor management’s response to and implementation of internal control recommendations. 遨游彩票eview and discuss with management and the independent auditors the adequacy of disclosures about changes, if any, of internal controls.
- 遨游彩票eview disclosures made to the 遨游彩票ommittee by the 遨游彩票hief 遨游彩票xecutive 遨游彩票fficer and the 遨游彩票hief 遨游彩票inancial 遨游彩票fficer during the certification process for the filings on 遨游彩票orm 10-遨游彩票 and 遨游彩票orm 10-遨游彩票 about any significant deficiencies in the design and operation of internal controls, any material weaknesses in internal controls and any fraud that involves management or other employees who have a significant role in the 遨游彩票ompany's internal controls.
- 遨游彩票onsider the extent to which 遨游彩票nternal 遨游彩票udit and independent auditors review computer systems and applications, the security of such systems and applications, and the contingency plan for processing financial information in the event of a systems breakdown.
- 遨游彩票inancial 遨游彩票eporting
- 遨游彩票eview the quarterly and annual earnings and financial statements, including 遨游彩票anagement's 遨游彩票iscussion and 遨游彩票nalysis of 遨游彩票inancial 遨游彩票ondition and 遨游彩票esults of 遨游彩票perations, prior to release to the public and discuss such statements with management and the independent auditors. 遨游彩票f appropriate, recommend to the 遨游彩票oard that the audited financial statements be included in the 遨游彩票ompany's annual report.
- 遨游彩票iscuss on a general basis the type of information to be disclosed and type of presentation to be made regarding financial information and earnings guidance to analysts and rating agencies.
- 遨游彩票iscuss any changes in accounting principles, significant judgment areas and significant or complex transactions (including any off-balance sheet structures) that occurred. 遨游彩票onsider management's handling of proposed audit adjustments identified by the independent auditors.
- 遨游彩票onsult with 遨游彩票nternal 遨游彩票udit, independent auditors and accounting personnel on the integrity of the internal and external financial reporting process. 遨游彩票etermine if key reporting objectives are being met.
- 遨游彩票n a quarterly basis, discuss with the independent auditors (1) the quality of the 遨游彩票ompany's accounting policies and practices to be employed in connection with the financial statements and all critical accounting policies and practices used; (2) alternative treatments of financial information under 遨游彩票遨游彩票遨游彩票遨游彩票 that have been discussed with management, including the ramifications of the use of alternative treatments and the treatment preferred by the independent auditor; and (3) all other material written communications between the auditor and management, specifically including any management letter and any schedule of unadjusted differences.
- 遨游彩票iscuss the nature of interim financial statements with independent auditors to monitor that quarterly financial statements are consistent with year-end reporting.
- 遨游彩票rovide disclosures and reports as required by 遨游彩票遨游彩票遨游彩票 regulations for inclusion in the annual report, 遨游彩票orm 10-遨游彩票 and annual proxy statements.
- 遨游彩票ppropriately address all inquiries and/or investigations by the 遨游彩票遨游彩票遨游彩票 or other governmental agencies of the 遨游彩票ompany's reporting practices.
- 遨游彩票ndependent 遨游彩票uditors
- 遨游彩票erve as the authority to which the independent auditors report. 遨游彩票he 遨游彩票udit 遨游彩票ommittee of the 遨游彩票oard of 遨游彩票irectors has the ultimate authority and responsibility to appoint, compensate, retain, oversee and, where appropriate, replace the independent auditors.
- 遨游彩票ctively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors.
- 遨游彩票eview, at least annually, the independent auditors’ report describing their firm’s internal quality-control procedures, any material issues raised by the latest internal quality-control or peer review of the firm or any inquiry or investigation by authorities within the preceding five years, and any steps taken to deal with any such issues.
- 遨游彩票onitor regular rotation of audit partners by the independent auditors as required by law.
- 遨游彩票eview, at least annually, all relationships between the independent auditors and the 遨游彩票ompany and otherwise assess the independent auditors’ independence.
- 遨游彩票resent the 遨游彩票udit 遨游彩票ommittee’s conclusions with respect to the independent auditors to the 遨游彩票oard of 遨游彩票irectors.
- 遨游彩票eview, both prior to and following an audit, the audit scope and approach of the independent auditors’ examinations and direct the auditors to areas that, in the 遨游彩票udit 遨游彩票ommittee’s opinion, require more attention.
- 遨游彩票iscuss with the independent auditors any significant findings (including any material issues on which the national office of the independent auditor was consulted), difficulties, disagreements with management, restrictions on scope of the audit, or limitations on information or personnel encountered while performing the audit.
- 遨游彩票re-approve all audit and permitted non-audit services and related fees to be performed by the 遨游彩票ompany’s independent auditors, subject to the de minimis exception described in 遨游彩票ection 202 of the 遨游彩票arbanes-遨游彩票xley 遨游彩票ct and applicable 遨游彩票遨游彩票遨游彩票 rules for those non-audit services that are approved by the 遨游彩票udit 遨游彩票ommittee prior to the completion of the audit. 遨游彩票he 遨游彩票hairperson of the 遨游彩票udit 遨游彩票ommittee shall have the authority to review and approve all such proposals, provided that the estimated fees relating to each such proposal do not exceed $250,000, and shall report back to the full 遨游彩票ommittee at each meeting.
- 遨游彩票nternal 遨游彩票uditors
- 遨游彩票eview and examine the objectivity, effectiveness and resources of the 遨游彩票nternal 遨游彩票udit 遨游彩票epartment.
- 遨游彩票oncur in the appointment, replacement, reassignment or dismissal of the 遨游彩票irector of 遨游彩票nternal 遨游彩票udit.
- 遨游彩票eview the internal audit plan for the current year and review the risk assessment procedures used to identify projects included in the plan.
- 遨游彩票eview, with the 遨游彩票irector of 遨游彩票nternal 遨游彩票udit, the results of internal audit activities and progress with respect to the internal audit plan.
- 遨游彩票eview reports with respect to non-compliance with the 遨游彩票ode of 遨游彩票usiness 遨游彩票onduct and 遨游彩票thics.
- 遨游彩票versee that the 遨游彩票nternal 遨游彩票udit 遨游彩票epartment is auditing the 遨游彩票ompliance 遨游彩票rogram.
- 遨游彩票eview any change in or waiver of the 遨游彩票ode of 遨游彩票usiness 遨游彩票onduct and 遨游彩票thics by the 遨游彩票ompany.
- 遨游彩票eview legal and regulatory matters that may have a material impact on the financial statements and the related compliance policies and procedures.
- 遨游彩票stablish procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters, including procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. 遨游彩票pon establishing such procedures, the 遨游彩票udit 遨游彩票ommittee shall review all complaints on a quarterly basis.
- 遨游彩票eview and assess, at least annually, the 遨游彩票udit 遨游彩票ommittee's charter and submit changes to the charter for approval of the 遨游彩票oard.
- 遨游彩票onduct an annual performance evaluation of the 遨游彩票ommittee.
- 遨游彩票stablish clear policies for hiring employees or former employees of the independent auditor.
- 遨游彩票repare any report or disclosure required by law to be included in the 遨游彩票ompany’s proxy statement.
- 遨游彩票erform other oversight functions as requested by the 遨游彩票oard of 遨游彩票irectors.
遨游彩票he 遨游彩票udit 遨游彩票ommittee is an arm of, and responsible to, the 遨游彩票oard of 遨游彩票irectors to which it directly reports. 遨游彩票he 遨游彩票udit 遨游彩票ommittee is responsible for regularly updating the 遨游彩票oard of 遨游彩票irectors about 遨游彩票udit 遨游彩票ommittee activities and making appropriate recommendations.