TOP TEN SOx AND RELATED ISSUES FOR PRIVATE COMPANIES AND THEIR DIRECTORS
|
|
- Phoebe Miller
- 7 years ago
- Views:
Transcription
1 TOP TEN SOx AND RELATED ISSUES FOR PRIVATE COMPANIES AND THEIR DIRECTORS What private companies should be doing to avoid potential pitfalls arising from The Sarbanes-Oxley Act and recent Governance Rules.
2 Background of the New Rules Enron/Tyco The Sarbanes-Oxley Act adopted July 30, 2002 SEC has adopted (and continues) to adopt various rules implementing SOx NASDAQ and NYSE have adopted and proposed rules for improved corporate governance Recent courts rulings challenge traditional Board duties of care and loyalty and definition of an independent director
3 Top Five Reasons why Directors may want to IGNORE the New Rules??? You always wanted to do more community service You needed time to catch up on your summer reading You like wearing bright orange jumpsuits, especially on Saturday and Sunday mornings You always wanted to meet Sam Waskal You always wanted to read about yourself in the middle column of the Wall Street Journal
4 Common Myths SOx, NASD,NYSE and SEC rules only apply to public companies. Directors of private companies are not exposed to plaintiff shareholder litigation risk. Company indemnification and D&O insurance will cover us for any liability.
5 The Reality Certain SOx Rules do apply to private companies and states like California are proposing laws similar to SOx to cover private companies. Directors of private companies can be sued for breach of fiduciary duties from shareholders (and in certain cases creditors) just like public company directors. Indemnification and D&O Insurance may not be available due to exclusion (i.e., Disney Case) or even failure of the company.
6 Additional Reasons Why Private Companies Must be Evaluating SOx Rules IPO will trigger compliance with all SOx rules. (Advice: Try to be compliant 12 months in advance) Acquisition of the company by a public company will trigger SOx compliance. Failure to comply could kill deal or reduce price. Director duties of care and corporate governance standards are expected to follow best practices causing potential legal exposure for companies (and their directors) who fail to comply with certain aspects of the new rules.
7 Failure to Comply with Certain SOx Rules May Affect a Public Exit Bearing Point s recent disclosure regarding inadequate internal controls of a private company it acquired sent its stock price tumbling down. Findwhat.Com s acquisition of Espotting on hold until SOx compliant.
8 Certain SOx Rules Already Apply to Private Companies Penalties for retaliation against whistleblowers Penalties for destroying or tampering with documents Extension of the statute of limitations for securities fraud Bankruptcy does not discharge debts arising from securities law violations Increased criminal penalties for mail and wire fraud Potential officer and director bars for securities law violations
9 States May Want to Expand SOx Rules CA AB 55 (Enacted Law 2002) Added Disclosure. CA SB 523 (Enacted Law 2003) Added Disclosure and Reporting to the AG. CA SB 777 (Enacted Law 2003 Applies to Private Companies) Added Whistleblower protection CA AB 1031 (Enacted Law 2003) Enhanced penalties for securities law violations CA AB 664 (Introduced into CA assembly-applies to private companies) applies much of SOx
10 SOx Rules Will Breed Best Practices and Higher Standards of Conduct Board has fiduciary duties to manage the company in the best interest of the shareholders (and in certain cases the creditors). Duties include duties of care (making informed business decisions) and duties of loyalty (no-self dealing). Business Judgment rule generally will protect a director from a bad business decision if the director acted: on an informed basis, in good faith, in a manner that he or she reasonable believes to be in the best interests of the corporation and the shareholders, and without fraud or self-dealing.
11 VC and Affiliated Directors Need to be Aware of Conflicts of Interests All Directors have fiduciary duties to the Company and all Shareholders. Down round financings and mergers to affiliated portfolio companies create risk of claims of breach of fiduciary duties. (See Benchmark vs. Juniper Financial and Emerald Partners v. Berlin case.)
12 New Cases Already Indicate Higher Or Changing Standards Disney Case (Del) Duty of Care and Bad Faith President Compensation Cogan Case (NY) Duty of Care CEO Compensation and Loans. Directors held personally liable. Oracle Case (Del) Definition of Independent Director Abbott Labs (7 th Circuit) (Breach of Fiduciary Duty in failing to manage business)
13 What Board s Should Be Doing to Protect Themselves Board should focus on and approve all important matters (Abott Labs). Identify and minimize conflicts of interests (Oracle). Act on an informed basis (Ovitz). Rely on Experts.
14 Proposed New Corporate Accountability Sentencing Guidelines Apply to All Companies Board responsible for creating policies and a culture of legal compliance. Companies need to adopt legal compliance standards and procedures. Companies should appoint an officer with authority to enforce legal compliance standards. Companies should adopt anonymous reporting system for misconduct. Failure to comply will lead to potentially higher fines and no credit for sentencing points.
15 New Cases Show SEC Targeting Facilitators The customer who signs a side letter to help a vendor to improperly record revenue. Side letter included secret right to return products. Logicam Insurer AIG charged with helping Brightpoint to overstate earnings by paying premiums or income statement smoothing insurance. AIG paid $10 million fine. E&YAuditor was arrested for tampering with NextCard s books and accounting records.
16 Practical Tip: Corporate Compliance Program Board of Directors Board Audit Committee Corporate Compliance Committee Coordinator Functional Officers Subject Matter Experts Reporting Units Audit Committee(s) Compliance Personnel Corporation Auditing
17 Number 10: Loans to Insiders SOx prohibits loans to insiders. Private companies should not offer top management a right to purchase capital stock through promissory notes. No relocation loans. Need to provide for repayment in full upon SOx trigger. Grandfather of pre July 02 loans
18 Number 9: Adequate Stock Option Plans NYSE and NASDAQ require stock option plans (and changes and increases) to be approved by shareholders (and not just the Board). It will now be critical that an adequate and flexible stock option plan be adopted prior to an IPO. Potential FASB rule requiring expensing of options is possible in 2004.
19 Number 8: Use of Off-Balance Sheet Transactions Enron disaster was triggered by off-balance sheet financings. Synthetic Leases and similar transactions may be covered. SOx requires disclosure of all off-balance sheet transactions, including disclosure of contingent liabilities. Private companies need to be cautious in using this form of financing.
20 Number 7: D&O Insurance Risks and No Bankruptcy Discharge of Securities Law Violations D&O insurance premiums have increased and companies policies are being cancelled. D&O exclusions growing (securities law claims may not be covered -beware of Disney case). D&O carriers viability need to be reviewed. No bankruptcy discharge of securities law violations.
21 Number 6: Auditor Independence Companies (Audit Committees) need to evaluate qualification of auditors as well as independence. SOx restricts non-audit services to be conducted by the companies auditors: SOx prohibits HR, appraisal and valuation services, system designs and implementation, book-keeping, audit outsourcing, management functions; Audit committee needs to pre-approve all audit and permitted non-audit services and compensation; and Auditors need to report directly to audit committee. Private companies should monitor auditor services so company can be compliant when going public.
22 Number 5-3: Corporate Governance Overhauls Internal Controls Codes of Ethics Independent and Competent Audit Committees Independent Compensation and Nominating Committees Corporate Governance Committees New Corporate Governance Ratings (in addition to Credit Ratings)
23 Number 5: Internal Controls SOx will require CEOs and CFOs to certify to the adequacy of their internal controls (i.e. financial accounting and proper procedures). SOx will require auditors to opine to the adequacy of the internal controls. Private companies will need to review and implement proper controls in advance of an IPO or sale to public company. Bearing Point Case and Findwhat.com.
24 What are Internal Controls? Management must provide reasonable assurance regarding the reliability of financial reporting, including policies and procedures which: Pertain to the maintenance of records; Proper recording of transactions; Receipts and expenditures are made only in accordance with appropriate management or board authorization; and Prevention or timely detection of unauthorized acquisition, use or sale of Company assets.
25 Number 4: Codes of Ethics and Whistleblower Procedures SOx, NASD and NYSE require issuers to adopt Codes of Ethics and whistleblower protections. State laws require protection for whistleblowers. Audit Committee must adopt resolutions approving the Code of Ethics. Audit Committee must adopt procedures for the confidential and anonymous receiving, retaining and addressing of complaints relating to accounting or auditing matters. CA AB 777 will require all beginning companies to post a hot -line number to the CA Attorney General s office for whistleblowers.
26 Number 3: Expanded Duties of an Independent Audit Committee Composition of the Committee SOx requires disclosure whether a company has at least one financial expert on its audit committee and All members must be independent. NYSE proposed rules require a financial expert. NASDAQ: all members must be financially literate and one must be financially sophisticated.
27 Definition of Independent NASDAQ and NYSE proposed rules expand the criteria for a director to be deemed independent. Courts are looking to the new standards (See Disney). Under proposed rules, criteria for independent directors include: Neither the director nor any immediate family member is currently employed as an executive officer, or has been employed by the company for the last 3 years. Neither the director nor a family member accepted payment in excess of $60K (NASD) or $100K (NYSE) during the current year or during the prior 3 years other than compensation for Board service or investments in the company s securities.
28 Definition of Independence (Continued) is or was employed as an executive officer of another entity where any of the company s executive officers serve on the compensation committee during the prior 3 years. is or whose immediate family member is a partner, director, officer, controlling shareholder of any organization to which the company made, or from which the company received payments that exceeds 5% (NASD) or 2% (NYSE) of the recipient s gross revenues or $200K (NASD) or $1 million (NYSE), whichever is more in the current year or each of the prior 3 years.
29 Audit Committee Expanded Duties Audit Committee directly responsible for appointment, compensation and oversight of the outside auditors. Audit Committee responsible for adoption of whistleblower procedures. Audit Committee responsible for adoption of polices on non-tampering or influence of auditors. Audit Committee must have power to retain independent counsel and advisors. [ Executive Sessions at least annually of nonmanagement directors].
30 Number 2: No Tampering or Improper Influence of Audits or Audit Documents/Obstruction of Justice Both SOx and State laws are expanding penalties for improper influence of audits or tampering of documents. Audit Committee of Board responsible for establishing policies. Actions May Lead to Criminal Exposure. Andersen, Quattrone, Next Card Auditor, Rite Aid General Counsel.
31 Number 1: CEO and CFO s Certifications and Forfeiture of Bonus and Equity Compensation SOx exposes CEOs and CFOs for personal liability for compliance and securities and accounting fraud through certifications. SOx requires or will require CEOs and CFOs to certify to the accuracy of the Company s financial statements and adequacy of the Company s disclosure controls and internal controls over financial reporting. Rules require that internal controls be designed under the supervision of the CEO and CFO.
32 CEO and CFO Certifications (Continued) CEOs and CFOs forfeit bonus and equity compensation if the company is required to restate its financials due to material noncompliance, as a result of misconduct, with financial reporting requirements under the securities laws.
33 Recommendations for Private Companies Form Audit and Compensation Committees. Review Composition of Committees in Advance of SOx Trigger Event. Review Auditor Relationship and Internal Controls. Review and Adopt Code of Ethics and Whistleblower Procedures. Review and Adopt Overall Legal Compliance Procedures. Train Executives and Employees.
34 Conclusion Directors at private companies must learn SOx to position the company for a public company exit Directors need to be aware of best practices so as to avoid liability for breach of duties of care
Sarbanes/Oxley Act: Accounting/Corporate Governance Reform
: Accounting/Corporate Governance Reform David W. Powers, Jr. Senior Financial Analyst Banking Supervision & Regulation Virginia Bank Directors College Spring 2003 OVERVIEW Enacted July 30, 2002 Enhances
More informationTHE U.S. SARBANES-OXLEY ACT OF 2002: REFORMING CORPORATE GOVERNANCE AND DISCLOSURE
PRB 02-42E THE U.S. SARBANES-OXLEY ACT OF 2002: REFORMING CORPORATE GOVERNANCE AND DISCLOSURE Margaret Smith Law and Government Division 4 November 2002 PARLIAMENTARY RESEARCH BRANCH DIRECTION DE LA RECHERCHE
More informationHow To Set Up A Committee To Check On Cit
CIT Group Inc. Charter of the Audit Committee of the Board of Directors Adopted: October 22, 2003 Last Amended: April 20, 2015 I. PURPOSE The purpose of the Committee is to assist the Board in fulfilling
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION Purposes The Audit Committee of the Board of Directors of the Company oversees (a) the accounting and financial reporting
More informationEFFECT OF THE SARBANES-OXLEY ACT OF 2002
EFFECT OF THE SARBANES-OXLEY ACT OF 2002 August 15, 2002 President Bush signed the Sarbanes-Oxley Act of 2002 (the Act ) into law on July 30, 2002, after numerous business and accounting scandals had rocked
More informationHEWLETT-PACKARD COMPANY BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER
HEWLETT-PACKARD COMPANY BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER I. Purpose and Authority The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Hewlett-Packard
More informationBELMOND LTD. (the "Company") Charter of the Audit Committee of the Board of Directors
BELMOND LTD. (the "Company") Charter of the Audit Committee of the Board of Directors I. PURPOSE The Audit Committee of the Board of Directors of the Company is established for the primary purpose of assisting
More informationAMTRUST FINANCIAL SERVICES, INC. AUDIT COMMITTEE CHARTER
Audit Committee Charter AMTRUST FINANCIAL SERVICES, INC. AUDIT COMMITTEE CHARTER Audit Committee Purpose The Audit Committee ( Committee ) is appointed by the Board of Directors of AmTrust Financial Services,
More informationINTERNATIONAL PAPER COMPANY
INTERNATIONAL PAPER COMPANY AUDIT AND FINANCE COMMITTEE CHARTER (Amended and Restated as of February 9, 2010) Purpose and Role of Audit and Finance Committee The Audit and Finance Committee (the Committee
More informationCALADRIUS BIOSCIENCES, INC. AUDIT COMMITTEE CHARTER
I. STATEMENT OF POLICY CALADRIUS BIOSCIENCES, INC. AUDIT COMMITTEE CHARTER The Audit Committee shall assist the Board of Directors (the "Board") of Caladrius Biosciences, Inc. ("Caladrius ") in fulfilling
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF EVERBANK FINANCIAL CORP 1 EverBank Financial Corp Charter of the Audit Committee I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee
More informationBAKER HUGHES INCORPORATED. CHARTER OF THE AUDIT/ETHICS COMMITTEE OF THE BOARD OF DIRECTORS (as amended and restated October 24, 2012)
BAKER HUGHES INCORPORATED CHARTER OF THE AUDIT/ETHICS COMMITTEE OF THE BOARD OF DIRECTORS (as amended and restated October 24, 2012) The Board of Directors of Baker Hughes Incorporated (the Company ) has
More informationCHANGYOU.COM LIMITED AUDIT COMMITTEE CHARTER
CHANGYOU.COM LIMITED AUDIT COMMITTEE CHARTER I. Composition of the Audit Committee: There will be a committee of the Board of Directors to be known as the Audit Committee. The Audit Committee will have
More informationThe ADT Corporation. Audit Committee Charter. December 2014
The ADT Corporation Audit Committee Charter December 2014 1 TABLE OF CONTENTS Purpose... 3 Authority... 3 Composition... 3 Meetings... 3 Responsibilities... 4 Financial Statements... 4 External Audit...
More informationCharter of the Audit Committee of the Board of Directors
Charter of the Audit Committee of the Board of Directors Dated as of April 27, 2015 1. Purpose The Audit Committee is a committee of the Board of Directors (the Board ) of Yamana Gold Inc. (the Company
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE The Audit Committee (the Audit Committee ) is appointed by the Board of Directors (the Board ) of NVIDIA Corporation, a Delaware corporation
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ARMSTRONG FLOORING, INC. ADOPTED AS OF MARCH 30, 2016
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF ARMSTRONG FLOORING, INC. ADOPTED AS OF MARCH 30, 2016 I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the Committee ) of the
More informationAUDIT COMMITTEE CHARTER THE BOARD OF DIRECTORS OF ALLIANCE SEMICONDUCTOR CORPORATION
AUDIT COMMITTEE CHARTER THE BOARD OF DIRECTORS OF ALLIANCE SEMICONDUCTOR CORPORATION PURPOSE The Audit Committee (the Committee ) of Alliance Semiconductor Corporation (the Company ) is chartered to oversee
More informationMARLIN MIDSTREAM GP, LLC AUDIT COMMITTEE CHARTER
MARLIN MIDSTREAM GP, LLC AUDIT COMMITTEE CHARTER Purpose The Audit Committee (the Committee ) is appointed by the Board of Directors ( Board ) of Marlin Midstream GP, LLC (the Company ), which is the general
More informationAmended and Restated. Charter of the Audit Committee. of the Board of Directors of. Tribune Publishing Company. (As Amended November 11, 2014)
Amended and Restated Charter of the Audit Committee of the Board of Directors of Tribune Publishing Company (As Amended November 11, 2014) This Charter sets forth, among other things, the purpose, membership
More informationRestaurant Brands International Inc. A corporation continued under the laws of Canada. Audit Committee Charter Originally adopted December 11, 2014
Overview Restaurant Brands International Inc. A corporation continued under the laws of Canada Audit Committee Charter Originally adopted December 11, 2014 Amended October 30, 2015 This Charter identifies
More informationAUDIT COMMITTEE CHARTER
AUDIT COMMITTEE CHARTER Purpose The Audit Committee ( Committee ) shall assist the Board of Directors (the Board ) in the oversight of (1) the integrity of the financial statements of the Company, (2)
More informationRequirements for Public Company Boards
Public Company Advisory Group Requirements for Public Company Boards Including IPO Transition Rules March 2015 Introduction. 1 The Role and Authority of Independent Directors. 2 The Definition of Independent
More informationThis is Appendix A: Sarbanes-Oxley and Other Recent Reforms, appendix 1 from the book Governing Corporations (index.html) (v. 1.0).
This is Appendix A: Sarbanes-Oxley and Other Recent Reforms, appendix 1 from the book Governing Corporations (index.html) (v. 1.0). This book is licensed under a Creative Commons by-nc-sa 3.0 (http://creativecommons.org/licenses/by-nc-sa/
More informationKEYSIGHT TECHNOLOGIES, INC. AUDIT AND FINANCE COMMITTEE CHARTER
KEYSIGHT TECHNOLOGIES, INC. AUDIT AND FINANCE COMMITTEE CHARTER I. PURPOSE The Audit and Finance Committee (the Committee ) of Keysight Technologies, Inc. (the Company ) is appointed by the Board of Directors
More informationTECK RESOURCES LIMITED AUDIT COMMITTEE CHARTER
Page 1 of 7 A. GENERAL 1. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Teck Resources Limited ( the Corporation ) is to provide an open avenue of
More informationCVS HEALTH CORPORATION A Delaware corporation (the Company ) Audit Committee Charter Amended as of September 24, 2014
CVS HEALTH CORPORATION A Delaware corporation (the Company ) Audit Committee Charter Amended as of September 24, 2014 Purpose The Audit Committee (the Committee ) is created by the Board of Directors of
More informationWELLTOWER INC AUDIT COMMITTEE CHARTER
WELLTOWER INC AUDIT COMMITTEE CHARTER Purposes The Audit Committee (the Committee ) is appointed by the Board of Directors ( Board ) to assist the Board in monitoring (1) the integrity of the financial
More informationALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER
I. PURPOSE ALLEGIANT TRAVEL COMPANY AUDIT COMMITTEE CHARTER (As Revised January 28, 2013) The Audit Committee shall provide assistance to the Company's Board of Directors (the "Board") in fulfilling the
More informationAMPLIFY SNACK BRANDS, INC. AUDIT COMMITTEE CHARTER. Adopted June 25, 2015
AMPLIFY SNACK BRANDS, INC. AUDIT COMMITTEE CHARTER Adopted June 25, 2015 I. General Statement of Purpose The purposes of the Audit Committee of the Board of Directors (the Audit Committee ) of Amplify
More informationThe primary purposes of the Audit Committee shall be to:
CONSTELLATION BRANDS, INC. BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER Composition and Member Qualifications The Audit Committee of the Board of Directors shall be composed of at least three, but not more
More informationPERFORMANCE FOOD GROUP COMPANY AUDIT COMMITTEE CHARTER
PERFORMANCE FOOD GROUP COMPANY AUDIT COMMITTEE CHARTER I. PURPOSE The Audit Committee (the Committee ) shall: A. Provide assistance to the Board of Directors (the Board of Directors ) of Performance Food
More informationJ. W. Mays, Inc. Audit Committee Charter PURPOSE
J. W. Mays, Inc. Audit Committee Charter PURPOSE The Audit Committee is appointed by the Board to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the independent
More informationRequirements for Public Company Boards
Public Company Advisory Group Requirements for Public Company Boards Including IPO Transition Rules December 2013 Introduction. 1 The Role and Authority of Independent Directors. 2 The Definition of Independent
More informationCHARTER. the performance of the Company s internal audit function and independent auditor; and
DISCOVERY COMMUNICATIONS, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER I. Purpose/Overview There will be a committee of the Board of Directors (the Board ) of Discovery Communications, Inc. (the
More informationSEATTLE GENETICS, INC. Charter of the Audit Committee of the Board of Directors
SEATTLE GENETICS, INC. Charter of the Audit Committee of the Board of Directors Purpose The purpose of the Audit Committee established by this charter will be to make such examinations as are necessary
More informationTHE ULTIMATE SOFTWARE GROUP, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER
Adopted February 4, 2013 THE ULTIMATE SOFTWARE GROUP, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AMENDED AND RESTATED CHARTER I. PURPOSE: The primary function of the Audit Committee (the Committee
More informationMATTEL, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER
Purpose MATTEL, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER The purpose of the Audit Committee (the Committee ) is to provide assistance to the Board of Directors (the Board ) of Mattel, Inc. (the
More informationHALOZYME THERAPEUTICS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS ORGANIZATION AND MEMBERSHIP REQUIREMENTS
HALOZYME THERAPEUTICS, INC. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS I. STATEMENT OF POLICY The Audit Committee (the Committee ) of the Board of Directors (the Board ) of Halozyme Therapeutics,
More informationFIRST CITIZENS BANCSHARES, INC. FIRST-CITIZENS BANK & TRUST COMPANY CHARTER OF THE JOINT AUDIT COMMITTEE
FIRST CITIZENS BANCSHARES, INC. FIRST-CITIZENS BANK & TRUST COMPANY CHARTER OF THE JOINT AUDIT COMMITTEE As amended, restated, and approved by the Boards of Directors on July 28, 2015 This Charter sets
More informationACNB CORPORATION & SUBSIDIARIES BOARD AUDIT COMMITTEE CHARTER
ACNB CORPORATION & SUBSIDIARIES BOARD AUDIT COMMITTEE CHARTER ORGANIZATION The Audit Committee is a committee of independent members of the Board of Directors. Its function is to assist the Board in fulfilling
More informationSunTrust Banks, Inc. Audit Committee of the Board of Directors Charter
SunTrust Banks, Inc. Audit Committee of the Board of Directors Charter PURPOSE The Audit Committee (the Committee ) is appointed by the Board of Directors (the Board ) of SunTrust Banks, Inc. (the Company
More informationJAZZ PHARMACEUTICALS PLC CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
JAZZ PHARMACEUTICALS PLC CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS PURPOSE AND POLICY The purpose of the Audit Committee (the Committee ) shall be to act on behalf of the Board of Directors
More informationAudit Committee Charter Altria Group, Inc. In the furtherance of this purpose, the Committee shall have the following authority and responsibilities:
Audit Committee Charter Altria Group, Inc. Membership The Audit Committee (the Committee ) of the Board of Directors (the Board ) of Altria Group, Inc. (the Company ) shall consist of at least three directors
More informationBIO-RAD LABORATORIES, INC. (the Company ) Audit Committee Charter
BIO-RAD LABORATORIES, INC. (the Company ) Audit Committee Charter Audit Committee Requirements and Structure The board of directors of the Company (the Board ) shall appoint an audit committee (the Audit
More informationBemis Company, Inc. Audit Committee Charter
Bemis Company, Inc. Audit Committee Charter BEMIS COMPANY, INC. AUDIT COMMITTEE CHARTER I. Purpose EXHIBIT 2 This charter establishes the responsibilities of the Audit Committee ( Committee ) of the Board
More informationAudit Committee Duties and "Best Practices" March 21, 2002
Audit Committee Duties and "Best Practices" March 21, 2002 Audit Committee Duties and "Best Practices" Public and regulatory attention is focused on the adequacy of public company corporate governance
More informationPASSUR AEROSPACE, INC (the "Company") AUDIT COMMITTEE CHARTER. The purpose of the Audit Committee (the Committee ) shall be as follows:
Purpose PASSUR AEROSPACE, INC (the "Company") AUDIT COMMITTEE CHARTER The purpose of the Audit Committee (the Committee ) shall be as follows: 11. To oversee the accounting and financial reporting processes
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIVE NATION ENTERTAINMENT, INC.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF LIVE NATION ENTERTAINMENT, INC. This Charter identifies the purpose, membership, meeting requirements and committee responsibilities of the Audit
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF TRIANGLE PETROLEUM CORPORATION AMENDED AND RESTATED AS OF JUNE 6, 2013
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF TRIANGLE PETROLEUM CORPORATION AMENDED AND RESTATED AS OF JUNE 6, 2013 I. PURPOSE OF THE COMMITTEE The purpose of the Audit Committee (the "Committee")
More informationCommand Center, Inc. CORPORATE GOVERNANCE GUIDELINES
Command Center, Inc. CORPORATE GOVERNANCE GUIDELINES These (the Guidelines ) have been adopted by the Board of Directors of Command Center, Inc., to assist the Board and its committees in the exercise
More informationAUDIT COMMITTEE CHARTER IRADIMED CORPORATION
Adopted: April 14, 2014 Revised: November 13, 2014 AUDIT COMMITTEE CHARTER OF IRADIMED CORPORATION 1. Purpose A. The Audit Committee is appointed by the Board of Directors (the Board ) of iradimed Corporation,
More informationAUDIT COMMITTEE OF THE TRUSTEES TEXAS PACIFIC LAND TRUST CHARTER
Amended and Restated: February 24, 2010 AUDIT COMMITTEE OF THE TRUSTEES OF TEXAS PACIFIC LAND TRUST CHARTER PURPOSE The primary function of the Committee is to assist the Trustees of the Trust in discharging
More informationTime Warner Cable Inc. Audit Committee Charter. Effective February 14, 2013
Time Warner Cable Inc. Audit Committee Charter Effective February 14, 2013 The Board of Directors of Time Warner Cable Inc. (the Corporation ; Company refers to the Corporation and its consolidated subsidiaries)
More informationFebruary 2015. Sample audit committee charter
February 2015 Sample audit committee charter Sample audit committee charter This sample audit committee charter is based on observations of selected companies and the requirements of the SEC, the NYSE,
More informationCHARTER OF THE AUDIT COMMITTEE OF PBF LOGISTICS GP LLC
CHARTER OF THE AUDIT COMMITTEE OF PBF LOGISTICS GP LLC I. PURPOSE The purpose of the Audit Committee (the Committee ) is to assist the Board of Directors (the Board ) of PBF Logistics GP LLC, the general
More informationCHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS SIGMA DESIGNS, INC. (As adopted by the Board of Directors effective as of May 2010)
CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SIGMA DESIGNS, INC. (As adopted by the Board of Directors effective as of May 2010) PURPOSE: The purpose of the Audit Committee of the Board
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS DELEGATED AUTHORITY The Audit Committee of the Board of Directors (the Board ) of Rackspace Hosting, Inc. (the Company ) is established pursuant
More informationThe principal purposes of the Audit Committee ( Committee ) of the Board of Directors ( Board ) of CSRA Inc. (the Company ) are to:
CSRA Inc. AUDIT COMMITTEE CHARTER (EFFECTIVE December 16, 2015) I. PURPOSES OF THE COMMITTEE The principal purposes of the Audit Committee ( Committee ) of the Board of Directors ( Board ) of CSRA Inc.
More informationBAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER
BAHRAIN TELECOMMUNICATIONS COMPANY B.S.C. AUDIT COMMITTEE CHARTER Contents I. Audit Committee... 1 1. Purpose and Mission... 1 2. Authority... 1 3. Membership... 2 4. Secretary... 3 5. Quorum... 3 6. Decisions...
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC. Adopted by the Board of Directors on July 24, 2007; and as amended June 13, 2014. Pursuant to duly adopted
More informationMACQUARIE INFRASTRUCTURE CORPORATION AUDIT COMMITTEE CHARTER
MACQUARIE INFRASTRUCTURE CORPORATION AUDIT COMMITTEE CHARTER A. Purpose The Audit Committee (the Committee ) has been established by the Board of Directors (the Board ) of Macquarie Infrastructure Corporation
More informationAudit Committee Checklist and Compliance Timeline
Audit Committee Checklist and Compliance Timeline In light of the events of the past several years, audit committees now play a more active role than ever in monitoring the integrity of company financial
More informationCharter of the Audit Committee of the Board of Directors of The Ensign Group, Inc. Adopted & Effective April 26, 2007 Last Revised October 29, 2015
Charter of the Audit Committee of the Board of Directors of The Ensign Group, Inc. Adopted & Effective April 26, 2007 Last Revised October 29, 2015 1. Purposes. The primary purposes of the Audit Committee
More informationP&F INDUSTRIES, INC. AUDIT COMMITTEE CHARTER
P&F INDUSTRIES, INC. AUDIT COMMITTEE CHARTER MEMBERSHIP The Audit Committee (the "Committee") of the board of directors (the "Board") of P&F Industries, Inc. (the "Company") shall consist of three or more
More informationPIONEER NATURAL RESOURCES COMPANY AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
I Purpose PIONEER NATURAL RESOURCES COMPANY AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER The Board of Directors (the Board ) of Pioneer Natural Resources Company (the Company ) has established the
More informationLEAPFROG ENTERPRISES, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER
073007 LEAPFROG ENTERPRISES, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER The role and responsibilities of the Audit Committee (the Committee ) of the Board of Directors of LeapFrog Enterprises, Inc.
More informationBerkshire Hathaway Inc. Audit Committee Charter
Berkshire Hathaway Inc. Audit Committee Charter Committee Membership: The Audit Committee of Berkshire Hathaway Inc. (the Company ) shall be comprised of at least three directors, each of whom the Board
More informationCompany s Audit and a Review of the Outside Auditor
CLARCOR INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER PURPOSES: The purpose of the Committee is to: (a) assist Board oversight of (i) the integrity of the Company s financial statements, (ii)
More informationRALLY SOFTWARE DEVELOPMENT CORP.
RALLY SOFTWARE DEVELOPMENT CORP. CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Approved by the Board of Directors on March 19 2013 PURPOSE The primary purpose of the Audit Committee (the Committee
More informationFERRARI N.V. AUDIT COMMITTEE CHARTER (Effective as of January 3, 2016)
FERRARI N.V. AUDIT COMMITTEE CHARTER (Effective as of January 3, 2016) For so long as shares of Ferrari N.V. (the Company ) are listed on the New York Stock Exchange ( NYSE ) and the rules of the NYSE
More informationFTI CONSULTING, INC. CHARTER OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS. Amended and Restated Effective as of February 23, 2011
FTI CONSULTING, INC. CHARTER OF AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Amended and Restated Effective as of February 23, 2011 Organization and Operation There shall be a committee of the Board of Directors
More informationDELAWARE GOVERNANCE PRINCIPLES Steptoe & Johnson LLP (Overview) David Roll Richards, Layton & Finger, P.A. Samuel A. Nolen
Last Updated: June 2013 DELAWARE GOVERNANCE PRINCIPLES Steptoe & Johnson LLP (Overview) David Roll Richards, Layton & Finger, P.A. Samuel A. Nolen Table of Contents 1. The Sarbanes-Oxley Good Governance
More informationSALESFORCE.COM, INC. CHARTER OF THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS. (Revised September 11, 2012)
I. STATEMENT OF POLICY SALESFORCE.COM, INC. CHARTER OF THE AUDIT AND FINANCE COMMITTEE OF THE BOARD OF DIRECTORS (Revised September 11, 2012) This Charter specifies the scope of the responsibilities of
More informationAudit Committee Charter
Audit Committee Charter PURPOSE The Audit Committee (the Committee ) is a committee appointed by the Board of Directors (the Board ) of Tahoe Resources Inc. ( Tahoe ). The Committee is established to fulfill
More informationKENTUCKY GOVERNANCE PRINCIPLES Wyatt, Tarrant & Combs, LLP Emily Lamb
Last Updated: January 2010 KENTUCKY GOVERNANCE PRINCIPLES Wyatt, Tarrant & Combs, LLP Emily Lamb Table of Contents 1. The Sarbanes-Oxley Good Governance Principles 2. IRS Encourages Good Governance Policies
More informationAMENDED AND RESTATED AUDIT COMMITTEE CHARTER PERICOM SEMICONDUCTOR CORPORATION. Purposes, Authority & Funding
AMENDED AND RESTATED AUDIT COMMITTEE CHARTER OF PERICOM SEMICONDUCTOR CORPORATION Purposes, Authority & Funding The audit committee (the Committee ) of the Board of Directors (the Board ) of Pericom Semiconductor
More informationThe Procter & Gamble Company Board of Directors Audit Committee Charter
The Procter & Gamble Company Board of Directors Audit Committee Charter I. Purposes. The Audit Committee (the Committee ) is appointed by the Board of Directors for the primary purposes of: A. Assisting
More informationSears Hometown and Outlet Stores, Inc. Audit Committee of the Board of Directors Charter
Sears Hometown and Outlet Stores, Inc. Audit Committee of the Board of Directors Charter Purpose The Audit Committee is appointed by the Board of Directors (the Board ) of Sears Hometown and Outlet Stores,
More informationFORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS MAY 11, 2015
FORTRESS TRANSPORTATION AND INFRASTRUCTURE INVESTORS LLC I. PURPOSE OF THE COMMITTEE CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS MAY 11, 2015 The purpose of the Audit Committee (the Committee
More informationAudit Committee Charter
Audit Committee Charter I. ROLE AND COMPOSITION OF THE COMMITTEE Role of the Audit Committee The primary responsibilities of the Audit Committee (the "Committee") of the Board of Directors (the "Board")
More informationIn an ever changing business and social environment it has become increasingly
DIRECTORS AND OFFICERS INSURANCE ISSUES By: National Business Institute June 20, 2008 Howard L. Lieber FISHER KANARIS, P.C. 200 South Wacker Drive 22nd Floor Chicago, Illinois 60606 312/474-1400 In an
More informationAudit and Risk Committee Charter. 1. Membership of the Committee. 2. Administrative matters
Audit and Risk Committee Charter The Audit and Risk Committee (the Committee ) is a Committee of the Board established with the specific powers delegated to it under Clause 8.15 of the Company s Constitution
More informationTaxes are still certain: individual tax consequences under Sarbanes Oxley
Journal of Finance and Accountancy Taxes are still certain: individual tax consequences under Sarbanes Oxley ABSTRACT Kathryn A. Hansen California State University Los Angeles Edward L. Monsour California
More informationCHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF INTUITIVE SURGICAL, INC. Approved by the Board of Directors on February 9, 2007
CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF INTUITIVE SURGICAL, INC. Approved by the Board of Directors on February 9, 2007 I. Purpose The Audit Committee (the Committee ) of Intuitive
More informationJanuary 2013. Sample audit committee charter
January 2013 Sample audit committee charter Sample audit committee charter This sample audit committee charter is based on a review of selected Fortune 1000 company charters, as well as the requirements
More informationPARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES
PARSONS CORPORATION CORPORATE GOVERNANCE GUIDELINES I. Board of Directors The business and affairs of the Corporation are managed under the direction of the Board of Directors. The Board represents the
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL MEDICAL REIT INC. ADOPTED AS OF JUNE 13, 2016
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF GLOBAL MEDICAL REIT INC. ADOPTED AS OF JUNE 13, 2016 I. PURPOSE OF THE COMMITTEE The purposes of the Audit Committee (the Committee ) of the
More informationMANDATE OF THE AUDIT COMMITTEE FOUNDERS ADVANTAGE CAPITAL CORP.
MANDATE OF THE AUDIT COMMITTEE FOUNDERS ADVANTAGE CAPITAL CORP. OBJECTIVES The Audit Committee has been formed by the board of directors (the "Board") of Founders Advantage Capital Corp. (together with
More informationBOTTOMLINE TECHNOLOGIES (DE), INC. AUDIT COMMITTEE CHARTER
BOTTOMLINE TECHNOLOGIES (DE), INC. AUDIT COMMITTEE CHARTER A. Purpose The purpose of the Audit Committee is to assist the Board of Directors oversight of: the Company s accounting and financial reporting
More informationADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES
ADVANCED DRAINAGE SYSTEMS, INC. CORPORATE GOVERNANCE GUIDELINES These Corporate Governance Guidelines have been adopted by the Board of Directors (the Board ) of Advanced Drainage Systems, Inc. (the Company
More informationOceaneering International, Inc. Audit Committee Charter
Oceaneering International, Inc. Audit Committee Charter Purpose The Audit Committee of the Board of Directors (the Committee ) is appointed by the Board of Directors (the Board ) to assist the Board in
More informationCharter of the Audit Committee of the Board of Directors of Woodward, Inc.
AUDIT COMMITTEE CHARTER Charter of the Audit Committee of the Board of Directors of Woodward, Inc. Purpose The Audit Committee (the Committee ) is appointed by the Board of Directors to oversee the accounting
More informationSANDVINE CORPORATION (the "Company") CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
SANDVINE CORPORATION (the "Company") Section 1 CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Role and Purpose The Audit Committee is a committee of the Board of Directors. The function of the
More informationIMMUNOTEC INC. AUDIT AND DISCLOSURE POLICY MANAGEMENT COMMITTEE CHARTER AND WHISTLEBLOWER POLICY
IMMUNOTEC INC. AUDIT AND DISCLOSURE POLICY MANAGEMENT COMMITTEE CHARTER AND WHISTLEBLOWER POLICY ORGANIZATION There shall be a committee of the Board of Directors of the Corporation (the Board ) to be
More informationGUIDANCE FOR MANAGING THIRD-PARTY RISK
GUIDANCE FOR MANAGING THIRD-PARTY RISK Introduction An institution s board of directors and senior management are ultimately responsible for managing activities conducted through third-party relationships,
More informationAudit Committee Charter
Audit Committee Charter 1. Purpose. The Audit Committee of the Board of Directors shall assist the Board in fulfilling its oversight responsibility with respect to: Abbott s accounting and financial reporting
More informationCorporate Governance - Implementation, Challenges and Trends
Corporate Governance - Implementation, Challenges and Trends Felix Horber, Legal & Compliance Risk Assessment, UBS AG United Nations, Geneva, February 9, 2005 Overview General Implementation Challenges
More informationClients Legal Needs in HIPAA Security Compliance
Clients Legal Needs in HIPAA Security Compliance Robyn A. Meinhardt, JD, RN FOLEY & LARDNER LLP 2004 Preserving Attorney-Client Privilege and Work Product Protections 1 Relevance to Security Compliance
More informationCORPORATE GOVERNANCE GUIDELINES OF THE HOME DEPOT, INC. BOARD OF DIRECTORS. (Effective February 28, 2013)
CORPORATE GOVERNANCE GUIDELINES OF THE HOME DEPOT, INC. BOARD OF DIRECTORS (Effective February 28, 2013) 1. MISSION STATEMENT The Board of Directors (the Board ) of The Home Depot, Inc. (the Company )
More information