Committee:Audit Committee/Charter/2010 and Committee:Audit Committee/Charter: Difference between pages

The purpose of the Audit Committee (the “Committee”) is to assist the Board of Trustees ("Board") in its general oversight of the Foundation's accounting and financial reporting processes, audits of the financial statements, and internal control, and audit functions.

The Committee oversees the relationship with the independent auditor, as set forth in this charter, and provides advice, counsel, and general direction, as it deems appropriate, to management and the auditors on the basis of the information it receives, discussions with the auditor, and the experience of the Committee’s members in business, financial and accounting matters.

=== Regular members ===

The Board shall appoint at least two trustees to serve as Committee members (the “regular Committee members”). The Board may also appoint one or more additional trustees to serve as alternate Committee members to act in the place and stead of any absent regular Committee members. The Board shall appoint one trustee to serve as Committee Chair. The Board shall appoint as a regular Committee member at least one trustee who is both independent and is financially literate. Committee appointments are for a term of one year, however they shall automatically renew for additional one year terms unless replaced or terminated by majority of the Board.

=== Volunteer and advisory members ===

The Committee Chair may select volunteer advisory members to participate in the Committee on an annual basis based upon their qualifications and expertise, as determined by the Committee Chair in his/her sole discretion. All volunteer advisory members must comply with the same disclosure and certification requirements required by the Board under the Foundation’s Conflict of Interest Policy.

=== Foundation staff ===

The Committee Chair may invite Foundation staff to attend the meetings as necessary, including but not limited to the Chief Finance and Administration Officer (“CFO”) and Executive Director. No staff attendees shall be voting Committee members.

The Committee:

# Is directly responsible for the appointment, replacement, negotiation of compensation terms, and oversight of the work of the independent auditor. The independent auditor shall report directly to the Committee.

# Reviews matters related to the corporate compliance activities of the Foundation.

# When appropriate, designates one or more of its members to perform certain of its duties on its behalf, subject to such reporting to or ratification by the Committee as the Committee directs.

=== Meetings ===

The Committee shall meet at least two times per year, and otherwise as deemed necessary by the Committee Chair. The Committee Chair may call a meeting with two-days’ email notice to the other required attendees. The required attendees are the regular Committee members. The alternate Committee members (if any), and the CFO and Executive Director, and volunteer members are not required attendees. A quorum is one-third of the regular Committee members. A meeting may be in person or by telephone or videoconference so long as all participants are able to simultaneously hear one another. The Committee Chair may call for an executive session at any time. An executive session comprises the regular Committee members only, but the regular Committee members may, at their discretion, include any additional person in the executive session.

=== Reporting ===

At each regular Board meeting, the Committee Chair shall report to the full Board on the Committee’s activities since the last regular Board meeting.

=== Evaluation ===

On an annual basis, the Committee will perform a self-assessment. The results will be reported to the full Board and include any recommended changes to the Committee activities or its charter.

== Independent auditors and management ==

The Committee has the authority to engage independent legal, accounting, and other advisers, as it determines necessary to carry out its duties. The Committee has sole authority to approve related fees and retention terms.

The Committee Chair and the Board Chair must be contacted directly by the independent auditor (1) to review items of a sensitive nature that can impact the accuracy of financial reporting, or (2) to discuss significant issues relative to the overall Board responsibility that have been communicated to management but, in their judgment, may warrant follow-up by the Committee.

The Foundation's independent auditing firm is responsible for performing an independent audit of the consolidated financial statements in accordance with generally accepted auditing standards and rendering an opinion thereupon.

Management is responsible for (a) the preparation, presentation, and integrity of the Foundation's financial statements; (b) accounting and financial reporting principles; and (c) the Foundation's internal controls and procedures designed to promote compliance with accounting standards and applicable laws and regulations.