The Audit and Finance Committee Charter establishes the purpose, composition, and responsibilities of the Audit and Finance Committee of Quest Diagnostics Incorporated. The primary purpose of the committee is to oversee the quality and integrity of the company's financial reporting, compliance with legal and regulatory requirements, the independence and performance of the independent auditor, and the performance of the internal audit function. The committee is responsible for appointing, overseeing, and evaluating the independent auditor. It is also responsible for reviewing the company's financial statements, accounting policies, internal controls, compliance, and financial policies and actions. The committee has the authority to retain outside advisors as needed to fulfill its duties of oversight over the company's financial reporting and auditing.
The Audit Committee Charter establishes the purpose, composition, operations, authority, and duties of the CBS Corporation Audit Committee. The Audit Committee is responsible for overseeing the accounting and financial reporting processes as well as audits of the company's financial statements. It assists the Board's oversight of financial reporting quality/integrity, internal controls, legal/regulatory compliance, auditor qualifications/independence, and internal audit/independent auditor performance.
This document outlines the Audit Committee Charter for Liz Claiborne, Inc. It establishes the role, responsibilities, and composition of the Audit Committee. The Audit Committee is appointed by the Board of Directors to oversee the financial reporting process and audits. It is responsible for retaining, evaluating and overseeing the independent auditors. The Committee must consist of at least three independent directors who are financially literate, with at least one being a financial expert. Key responsibilities include reviewing the auditors' qualifications, independence and performance; approving audit and non-audit services; and overseeing financial reporting, auditing, internal controls and compliance.
The Audit Committee is responsible for overseeing the integrity of the company's financial reporting, compliance with legal and regulatory requirements, the auditor's qualifications and independence, and the performance of management responsible for preparing financial statements. Key responsibilities include engaging and overseeing the independent auditor, reviewing quarterly and annual financial reports, and ensuring adequate internal controls and procedures are in place. The committee also evaluates risk management, receives legal updates, and conducts self-assessments annually.
constellation energy Charter of Audit Committeefinance12
The document outlines the charter of the Audit Committee for Constellation Energy Group. It details the committee's membership requirements, meeting procedures, responsibilities, and purpose. The committee is responsible for overseeing the company's financial reporting process, internal controls, risk management, and audits. Its main responsibilities include engaging and overseeing the independent auditor, reviewing quarterly and annual financial statements, discussing accounting policies and internal controls with management and auditors, and overseeing compliance, legal, and risk exposure matters.
1) The audit committee is comprised of members designated by the board of directors who meet independence and experience requirements. At least one member must be a financial expert.
2) The audit committee assists the board in overseeing the integrity of financial reporting, compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, and internal audit functions.
3) The audit committee has responsibility for appointing, compensating, and overseeing the independent auditor, approving audit fees, and pre-approving non-audit services. It also oversees the company's internal audit department.
The document is the charter of the Audit Committee of Terex Corporation's Board of Directors. It outlines the committee's purpose, membership, meetings, responsibilities and authority. The primary function of the committee is to oversee the quality and integrity of the company's accounting, auditing, compliance and reporting practices. The committee is responsible for appointing, compensating and overseeing the independent auditor and monitoring their independence. The committee also oversees the company's financial reporting process, internal controls, risk management and ethics programs.
The audit committee charter outlines the purpose, membership, responsibilities and powers of the audit committee of Royal Gold, Inc. The audit committee is responsible for overseeing the company's accounting and financial reporting processes, audits, internal controls, and legal and regulatory compliance. Key responsibilities include engaging independent auditors, reviewing financial statements and disclosures, overseeing internal controls and financial risk management, and addressing accounting complaints. The charter provides the audit committee with access to funding and advisors to properly carry out its oversight duties.
The document is the charter of the Audit Committee of the Board of Directors of Chico's FAS, Inc. It establishes the purpose, membership, meetings, responsibilities, and limitations of the Audit Committee. The Audit Committee is responsible for overseeing the financial reporting process, internal controls, internal and external audits, and legal/regulatory compliance. It directly appoints, oversees, and interacts with the independent auditors. The Committee also establishes procedures for handling complaints and hiring former employees of the independent auditors. While it provides advice and oversight, the Audit Committee does not conduct audits or certify the work of management or auditors.
The Audit Committee Charter establishes the purpose, composition, operations, authority, and duties of the CBS Corporation Audit Committee. The Audit Committee is responsible for overseeing the accounting and financial reporting processes as well as audits of the company's financial statements. It assists the Board's oversight of financial reporting quality/integrity, internal controls, legal/regulatory compliance, auditor qualifications/independence, and internal audit/independent auditor performance.
This document outlines the Audit Committee Charter for Liz Claiborne, Inc. It establishes the role, responsibilities, and composition of the Audit Committee. The Audit Committee is appointed by the Board of Directors to oversee the financial reporting process and audits. It is responsible for retaining, evaluating and overseeing the independent auditors. The Committee must consist of at least three independent directors who are financially literate, with at least one being a financial expert. Key responsibilities include reviewing the auditors' qualifications, independence and performance; approving audit and non-audit services; and overseeing financial reporting, auditing, internal controls and compliance.
The Audit Committee is responsible for overseeing the integrity of the company's financial reporting, compliance with legal and regulatory requirements, the auditor's qualifications and independence, and the performance of management responsible for preparing financial statements. Key responsibilities include engaging and overseeing the independent auditor, reviewing quarterly and annual financial reports, and ensuring adequate internal controls and procedures are in place. The committee also evaluates risk management, receives legal updates, and conducts self-assessments annually.
constellation energy Charter of Audit Committeefinance12
The document outlines the charter of the Audit Committee for Constellation Energy Group. It details the committee's membership requirements, meeting procedures, responsibilities, and purpose. The committee is responsible for overseeing the company's financial reporting process, internal controls, risk management, and audits. Its main responsibilities include engaging and overseeing the independent auditor, reviewing quarterly and annual financial statements, discussing accounting policies and internal controls with management and auditors, and overseeing compliance, legal, and risk exposure matters.
1) The audit committee is comprised of members designated by the board of directors who meet independence and experience requirements. At least one member must be a financial expert.
2) The audit committee assists the board in overseeing the integrity of financial reporting, compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, and internal audit functions.
3) The audit committee has responsibility for appointing, compensating, and overseeing the independent auditor, approving audit fees, and pre-approving non-audit services. It also oversees the company's internal audit department.
The document is the charter of the Audit Committee of Terex Corporation's Board of Directors. It outlines the committee's purpose, membership, meetings, responsibilities and authority. The primary function of the committee is to oversee the quality and integrity of the company's accounting, auditing, compliance and reporting practices. The committee is responsible for appointing, compensating and overseeing the independent auditor and monitoring their independence. The committee also oversees the company's financial reporting process, internal controls, risk management and ethics programs.
The audit committee charter outlines the purpose, membership, responsibilities and powers of the audit committee of Royal Gold, Inc. The audit committee is responsible for overseeing the company's accounting and financial reporting processes, audits, internal controls, and legal and regulatory compliance. Key responsibilities include engaging independent auditors, reviewing financial statements and disclosures, overseeing internal controls and financial risk management, and addressing accounting complaints. The charter provides the audit committee with access to funding and advisors to properly carry out its oversight duties.
The document is the charter of the Audit Committee of the Board of Directors of Chico's FAS, Inc. It establishes the purpose, membership, meetings, responsibilities, and limitations of the Audit Committee. The Audit Committee is responsible for overseeing the financial reporting process, internal controls, internal and external audits, and legal/regulatory compliance. It directly appoints, oversees, and interacts with the independent auditors. The Committee also establishes procedures for handling complaints and hiring former employees of the independent auditors. While it provides advice and oversight, the Audit Committee does not conduct audits or certify the work of management or auditors.
The Audit Committee Charter establishes the purpose, organization, authority, and responsibilities of the Audit Committee. The Audit Committee is appointed by the Board of Directors to assist with oversight of financial reporting, internal controls, independent audits, and legal/regulatory compliance. The Charter outlines the Committee's processes for interacting with management, internal auditors, and independent auditors. It also addresses the Committee's responsibilities for financial reporting, internal controls, hiring policies, compliance programs, and self-evaluation.
The Audit Committee Charter establishes the purpose, composition, duties, and responsibilities of the Perini Corporation Audit Committee. The Audit Committee is appointed by the Board of Directors to oversee the integrity of internal controls, financial reporting, and compliance with legal and regulatory requirements. It is also responsible for oversight of both internal and external auditors. The Charter outlines 25 specific duties of the Committee, including reviewing quarterly and annual financial reports, evaluating auditor independence, overseeing internal audits, and reporting regularly to the full Board of Directors.
enterprise gp holdings Audit, Conflicts & Governance Committeefinance9
The document establishes an Audit, Conflicts and Governance Committee for EPE Holdings, LLC to assist with Board oversight of financial reporting, compliance, auditor independence, and related-party transactions. The Committee is responsible for appointing and overseeing the independent auditor, reviewing financial statements and disclosures, overseeing compliance and legal matters, and assessing risk. However, the Committee's role is oversight and it relies on management and the auditor for accurate financial reporting and audits.
goldman sachs Charter (including primary purposes)finance2
The Audit Committee Charter outlines the purpose, membership, structure, and duties of the Audit Committee of The Goldman Sachs Group, Inc. The purpose of the committee is to assist the Board in overseeing the integrity of financial reporting, compliance with legal and regulatory requirements, the qualifications and independence of auditors, internal controls, and risk management. The committee must have at least three independent members with financial literacy and expertise. Key duties include hiring and overseeing independent auditors, reviewing quarterly and annual financial statements, and discussing certifications and reports on internal controls with management.
The Audit Committee Charter establishes the purpose, responsibilities, and procedures of the Audit Committee of Reliance Steel & Aluminum Co.'s Board of Directors. The Audit Committee is responsible for overseeing the company's financial reporting process, accounting and financial controls, internal audit function, and independent auditor. It must have at least three financially literate members, one of whom is a financial expert, and all of whom meet independence requirements. The Charter outlines the Committee's duties related to financial reporting, the independent auditor, internal auditing, complaints, and self-evaluation.
This document is the Audit Committee Charter of Safeway Inc. that was adopted in 2003 and amended several times after. It outlines the purpose, membership, meetings, and powers and responsibilities of the Audit Committee. The Committee is responsible for overseeing the integrity of Safeway's financial reporting, compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, and internal auditing. It must include at least three financially literate directors, one of whom is a financial expert, and all members must be independent. The Committee directly oversees the independent auditor, pre-approves any audit and non-audit services, and addresses disagreements between management and the auditor.
The document is a charter that outlines the purpose, composition, responsibilities, and meeting procedures of the Audit Committee of Cisco Systems' Board of Directors. The Audit Committee is responsible for overseeing Cisco's accounting and financial reporting processes, internal controls, and independent audits. Its key duties include reviewing Cisco's financial statements and disclosures, internal controls, independent auditor selection and compensation, and compliance with legal and regulatory requirements. The Committee must have at least three independent directors with financial expertise and will meet at least quarterly with management and auditors.
The document outlines the charter of the Audit Committee of the Board of Directors of Amira Nature Foods Ltd. It discusses the purpose, membership requirements, meetings, procedures, and responsibilities of the Audit Committee. The Audit Committee is responsible for overseeing the company's accounting and financial reporting processes, internal controls, compliance with legal and regulatory requirements, and the independent auditor's qualifications and performance. It must have at least three independent members who are financially literate. The Committee oversees the relationship with the independent auditor, reviews financial statements and disclosures, and monitors the internal control and compliance functions.
The Audit Committee Charter establishes the purpose, authority, and responsibilities of the Audit Committee of Sunoco, Inc. The Committee is responsible for overseeing the integrity of the company's financial reporting, independent auditor relationship, internal controls, and compliance with legal and ethics requirements. It consists of at least 3 independent directors who are financially literate. The Committee directly oversees the independent auditor and internal audit functions. Key responsibilities include reviewing financial reports, auditor independence, significant accounting policies, internal controls, risk management, and investigations.
The Quality, Safety & Compliance Committee is responsible for overseeing Quest Diagnostics' compliance with applicable laws and regulations. The Committee is composed of at least three independent members appointed by the Board of Directors. The Committee meets regularly to review the company's compliance programs, policies, and functions. It also monitors internal and external investigations regarding potential legal violations and keeps abreast of regulatory developments relevant to the company's business.
The Audit Committee Charter establishes the Audit Committee to assist the Board in overseeing the integrity of Centex's financial statements, compliance with legal and regulatory requirements, auditor qualifications and independence, and performance of internal and independent audits. The Charter outlines the Committee's authority, duties, and responsibilities which include appointing and overseeing the independent auditors, reviewing financial reporting and internal controls, and establishing procedures for complaints regarding accounting or auditing matters.
The Governance Committee Charter establishes the purpose, composition, operations, authority, and duties of the Quest Diagnostics Governance Committee. The committee is responsible for identifying board nominees, monitoring corporate governance developments, overseeing board self-evaluations, and reviewing related party transactions and compliance with ethics codes. The charter grants the committee authority to retain advisors as needed to perform its duties of board oversight.
This document outlines the charter of the Audit Committee for The Pantry, Inc. It discusses the purpose, composition, meetings, responsibilities, and specific functions of the Audit Committee. The Audit Committee is appointed by the Board of Directors to assist in overseeing the integrity of financial reporting, compliance with legal and regulatory requirements, and independence of internal and external auditors. Key responsibilities include overseeing the financial reporting process, internal controls, internal audit function, and selection of the independent auditor.
The Audit Committee is responsible for overseeing the Company's financial reporting process and audits. It appoints the independent auditors, oversees their work, and reviews the Company's quarterly and annual financial statements. The Committee also oversees the Company's internal audit function and risk management practices. It is composed of at least three independent directors and has authority to retain outside advisors to assist in its duties.
The document outlines the Audit Committee Charter for Owens & Minor, Inc. It establishes the purpose, authority, and responsibilities of the Audit Committee, which includes assisting the Board of Directors in oversight of financial reporting, internal controls, compliance, and the independent auditor. The Audit Committee is required to be comprised of at least 3 independent directors who are financially literate, with at least one member being a financial expert. The Charter details the Committee's responsibilities related to financial statements, the independent auditor, internal auditing, legal/ethical compliance, and receiving/investigating complaints.
The document outlines the charter of the audit committee of Toll Brothers, Inc. It discusses the organization and purpose of the committee, as well as its duties and responsibilities. These include oversight of the independent auditor, reviewing financial reporting and internal controls, and ensuring compliance with legal and regulatory requirements. The committee is also tasked with investigating matters within its scope, reviewing whistleblower procedures, and advising the board on compliance issues. However, the ultimate responsibility for accurate financial reporting lies with management and the independent auditor, not the committee.
dana holdings AuditCommitteeCharter_013108finance42
The Audit Committee Charter establishes the purpose, composition, and duties of Dana Holding Corporation's Audit Committee. The Audit Committee is responsible for overseeing the company's financial reporting and audit process. It is tasked with retaining independent auditors, overseeing their work, and reviewing Dana Holding's financial statements, disclosure controls and procedures, and risk management practices. The Committee is also responsible for establishing procedures for complaints regarding financial reporting or accounting policies.
Stryker Corporation is a medical device and equipment company that develops, manufactures and markets specialty surgical and medical products worldwide. Its key products include orthopedic implants, trauma systems, surgical instruments, endoscopy equipment and patient handling devices. The 2000 annual report provides an overview of the company and its divisions, including orthopedics, surgical instruments, endoscopy, and biotechnology. It also discusses the company's strategies for innovation, manufacturing, sales, and customer service.
The Jardin du Luxembourg in Paris is a 55-acre garden designed in 1612 that was opened to the public in the 19th century. It has a long history including being the site of a Roman camp and a monastery built in 1257. Notable features include an octagonal pond for boating, fountains including the Fontaine de Medicis from 1624, and statues such as one of Saint-Genevià ̈ve. Visitors can enjoy activities like boating, puppet shows, tennis, and chess in the garden.
Stryker has achieved success in Japan by developing medical solutions tailored specifically for the Japanese market. The company's Japan Innovation and Business Development Team works closely with Japanese surgeons to design reconstructive implants that account for anatomical differences and cultural preferences for flexibility and range of motion. Notable products developed for Japan include the widely adopted CentPillar hip implant and the successful Scorpio NRG knee implant, which has also been introduced in other markets. This focus on the unique needs of the Japanese medical system and patients has supported Stryker's growth in Japan, where it has become the leading trauma company.
This document contains the amended and restated by-laws of Quest Diagnostics Incorporated, a Delaware corporation, as amended through February 11, 2009. The by-laws outline procedures for stockholder meetings, the board of directors, officers, execution of instruments, deposits, finances, capital stock, seal and offices, indemnification, and amendments to the by-laws. Key sections include requirements for advance notice by stockholders of business or nominations to be brought at annual meetings, the composition and duties of the board of directors and officers, and indemnification of directors and officers.
The Audit Committee Charter establishes the purpose, organization, authority, and responsibilities of the Audit Committee. The Audit Committee is appointed by the Board of Directors to assist with oversight of financial reporting, internal controls, independent audits, and legal/regulatory compliance. The Charter outlines the Committee's processes for interacting with management, internal auditors, and independent auditors. It also addresses the Committee's responsibilities for financial reporting, internal controls, hiring policies, compliance programs, and self-evaluation.
The Audit Committee Charter establishes the purpose, composition, duties, and responsibilities of the Perini Corporation Audit Committee. The Audit Committee is appointed by the Board of Directors to oversee the integrity of internal controls, financial reporting, and compliance with legal and regulatory requirements. It is also responsible for oversight of both internal and external auditors. The Charter outlines 25 specific duties of the Committee, including reviewing quarterly and annual financial reports, evaluating auditor independence, overseeing internal audits, and reporting regularly to the full Board of Directors.
enterprise gp holdings Audit, Conflicts & Governance Committeefinance9
The document establishes an Audit, Conflicts and Governance Committee for EPE Holdings, LLC to assist with Board oversight of financial reporting, compliance, auditor independence, and related-party transactions. The Committee is responsible for appointing and overseeing the independent auditor, reviewing financial statements and disclosures, overseeing compliance and legal matters, and assessing risk. However, the Committee's role is oversight and it relies on management and the auditor for accurate financial reporting and audits.
goldman sachs Charter (including primary purposes)finance2
The Audit Committee Charter outlines the purpose, membership, structure, and duties of the Audit Committee of The Goldman Sachs Group, Inc. The purpose of the committee is to assist the Board in overseeing the integrity of financial reporting, compliance with legal and regulatory requirements, the qualifications and independence of auditors, internal controls, and risk management. The committee must have at least three independent members with financial literacy and expertise. Key duties include hiring and overseeing independent auditors, reviewing quarterly and annual financial statements, and discussing certifications and reports on internal controls with management.
The Audit Committee Charter establishes the purpose, responsibilities, and procedures of the Audit Committee of Reliance Steel & Aluminum Co.'s Board of Directors. The Audit Committee is responsible for overseeing the company's financial reporting process, accounting and financial controls, internal audit function, and independent auditor. It must have at least three financially literate members, one of whom is a financial expert, and all of whom meet independence requirements. The Charter outlines the Committee's duties related to financial reporting, the independent auditor, internal auditing, complaints, and self-evaluation.
This document is the Audit Committee Charter of Safeway Inc. that was adopted in 2003 and amended several times after. It outlines the purpose, membership, meetings, and powers and responsibilities of the Audit Committee. The Committee is responsible for overseeing the integrity of Safeway's financial reporting, compliance with legal and regulatory requirements, the independent auditor's qualifications and independence, and internal auditing. It must include at least three financially literate directors, one of whom is a financial expert, and all members must be independent. The Committee directly oversees the independent auditor, pre-approves any audit and non-audit services, and addresses disagreements between management and the auditor.
The document is a charter that outlines the purpose, composition, responsibilities, and meeting procedures of the Audit Committee of Cisco Systems' Board of Directors. The Audit Committee is responsible for overseeing Cisco's accounting and financial reporting processes, internal controls, and independent audits. Its key duties include reviewing Cisco's financial statements and disclosures, internal controls, independent auditor selection and compensation, and compliance with legal and regulatory requirements. The Committee must have at least three independent directors with financial expertise and will meet at least quarterly with management and auditors.
The document outlines the charter of the Audit Committee of the Board of Directors of Amira Nature Foods Ltd. It discusses the purpose, membership requirements, meetings, procedures, and responsibilities of the Audit Committee. The Audit Committee is responsible for overseeing the company's accounting and financial reporting processes, internal controls, compliance with legal and regulatory requirements, and the independent auditor's qualifications and performance. It must have at least three independent members who are financially literate. The Committee oversees the relationship with the independent auditor, reviews financial statements and disclosures, and monitors the internal control and compliance functions.
The Audit Committee Charter establishes the purpose, authority, and responsibilities of the Audit Committee of Sunoco, Inc. The Committee is responsible for overseeing the integrity of the company's financial reporting, independent auditor relationship, internal controls, and compliance with legal and ethics requirements. It consists of at least 3 independent directors who are financially literate. The Committee directly oversees the independent auditor and internal audit functions. Key responsibilities include reviewing financial reports, auditor independence, significant accounting policies, internal controls, risk management, and investigations.
The Quality, Safety & Compliance Committee is responsible for overseeing Quest Diagnostics' compliance with applicable laws and regulations. The Committee is composed of at least three independent members appointed by the Board of Directors. The Committee meets regularly to review the company's compliance programs, policies, and functions. It also monitors internal and external investigations regarding potential legal violations and keeps abreast of regulatory developments relevant to the company's business.
The Audit Committee Charter establishes the Audit Committee to assist the Board in overseeing the integrity of Centex's financial statements, compliance with legal and regulatory requirements, auditor qualifications and independence, and performance of internal and independent audits. The Charter outlines the Committee's authority, duties, and responsibilities which include appointing and overseeing the independent auditors, reviewing financial reporting and internal controls, and establishing procedures for complaints regarding accounting or auditing matters.
The Governance Committee Charter establishes the purpose, composition, operations, authority, and duties of the Quest Diagnostics Governance Committee. The committee is responsible for identifying board nominees, monitoring corporate governance developments, overseeing board self-evaluations, and reviewing related party transactions and compliance with ethics codes. The charter grants the committee authority to retain advisors as needed to perform its duties of board oversight.
This document outlines the charter of the Audit Committee for The Pantry, Inc. It discusses the purpose, composition, meetings, responsibilities, and specific functions of the Audit Committee. The Audit Committee is appointed by the Board of Directors to assist in overseeing the integrity of financial reporting, compliance with legal and regulatory requirements, and independence of internal and external auditors. Key responsibilities include overseeing the financial reporting process, internal controls, internal audit function, and selection of the independent auditor.
The Audit Committee is responsible for overseeing the Company's financial reporting process and audits. It appoints the independent auditors, oversees their work, and reviews the Company's quarterly and annual financial statements. The Committee also oversees the Company's internal audit function and risk management practices. It is composed of at least three independent directors and has authority to retain outside advisors to assist in its duties.
The document outlines the Audit Committee Charter for Owens & Minor, Inc. It establishes the purpose, authority, and responsibilities of the Audit Committee, which includes assisting the Board of Directors in oversight of financial reporting, internal controls, compliance, and the independent auditor. The Audit Committee is required to be comprised of at least 3 independent directors who are financially literate, with at least one member being a financial expert. The Charter details the Committee's responsibilities related to financial statements, the independent auditor, internal auditing, legal/ethical compliance, and receiving/investigating complaints.
The document outlines the charter of the audit committee of Toll Brothers, Inc. It discusses the organization and purpose of the committee, as well as its duties and responsibilities. These include oversight of the independent auditor, reviewing financial reporting and internal controls, and ensuring compliance with legal and regulatory requirements. The committee is also tasked with investigating matters within its scope, reviewing whistleblower procedures, and advising the board on compliance issues. However, the ultimate responsibility for accurate financial reporting lies with management and the independent auditor, not the committee.
dana holdings AuditCommitteeCharter_013108finance42
The Audit Committee Charter establishes the purpose, composition, and duties of Dana Holding Corporation's Audit Committee. The Audit Committee is responsible for overseeing the company's financial reporting and audit process. It is tasked with retaining independent auditors, overseeing their work, and reviewing Dana Holding's financial statements, disclosure controls and procedures, and risk management practices. The Committee is also responsible for establishing procedures for complaints regarding financial reporting or accounting policies.
Stryker Corporation is a medical device and equipment company that develops, manufactures and markets specialty surgical and medical products worldwide. Its key products include orthopedic implants, trauma systems, surgical instruments, endoscopy equipment and patient handling devices. The 2000 annual report provides an overview of the company and its divisions, including orthopedics, surgical instruments, endoscopy, and biotechnology. It also discusses the company's strategies for innovation, manufacturing, sales, and customer service.
The Jardin du Luxembourg in Paris is a 55-acre garden designed in 1612 that was opened to the public in the 19th century. It has a long history including being the site of a Roman camp and a monastery built in 1257. Notable features include an octagonal pond for boating, fountains including the Fontaine de Medicis from 1624, and statues such as one of Saint-Genevià ̈ve. Visitors can enjoy activities like boating, puppet shows, tennis, and chess in the garden.
Stryker has achieved success in Japan by developing medical solutions tailored specifically for the Japanese market. The company's Japan Innovation and Business Development Team works closely with Japanese surgeons to design reconstructive implants that account for anatomical differences and cultural preferences for flexibility and range of motion. Notable products developed for Japan include the widely adopted CentPillar hip implant and the successful Scorpio NRG knee implant, which has also been introduced in other markets. This focus on the unique needs of the Japanese medical system and patients has supported Stryker's growth in Japan, where it has become the leading trauma company.
This document contains the amended and restated by-laws of Quest Diagnostics Incorporated, a Delaware corporation, as amended through February 11, 2009. The by-laws outline procedures for stockholder meetings, the board of directors, officers, execution of instruments, deposits, finances, capital stock, seal and offices, indemnification, and amendments to the by-laws. Key sections include requirements for advance notice by stockholders of business or nominations to be brought at annual meetings, the composition and duties of the board of directors and officers, and indemnification of directors and officers.
The ENIAC (Electronic Numerical Integrator and Computer) was the first general-purpose electronic digital computer. Unveiled in 1946, it was Turing-complete and able to solve a wide range of computing problems through reprogramming. The ENIAC was huge, taking up 1800 square feet, and consuming 150 kW of power, but it demonstrated the viability of electronic digital computers and marked the dawn of the computer era.
The ENIAC (Electronic Numerical Integrator and Computer) was the first general-purpose electronic digital computer. Unveiled in 1946, it was Turing-complete and could be reprogrammed to solve a full range of computing problems, rather than one fixed problem. The ENIAC was huge, weighing 30 tons, using 18,000 vacuum tubes, 70,000 resistors, 10,000 capacitors, and occupying 1,800 square feet.
The Jardin du Luxembourg in Paris is a 55-acre garden designed in 1612 that was opened to the public in the 19th century. It has a long history including being the site of a Roman camp and a monastery built in 1257. Notable features include an octagonal pond for boating, fountains including the Fontaine de Medicis from 1624, and statues such as one of Saint-Genevià ̈ve. Visitors can enjoy activities like boating, puppet shows, tennis, and chess in the garden.
WESCO International faced many challenges in 2001 due to a weak economy that negatively impacted all of its major markets. However, the company was able to strengthen its competitive position and improve its business strategy in response. It reduced expenses, cut costs, paid down debt, and improved its financial structure. While financial performance in 2001 was disappointing, WESCO is well positioned for growth as the economy recovers due to its leading market positions, integrated supply capabilities, and strategic focus on core strengths as an electrical products distributor.
The Jardin du Luxembourg in Paris is a 55-acre garden designed in 1612 that was opened to the public in the 19th century. It has a long history including being the site of a Roman camp and a monastery built in 1257. Notable features include an octagonal pond for boating, fountains including the Fontaine de Medicis from 1624, and statues such as one of Saint-Genevià ̈ve. Visitors can enjoy activities like boating, puppet shows, tennis, and chess in the garden.
The document contains quotes from Martin Luther King Jr. and Mohandas Gandhi about non-violence, love, and peace. It includes 3 quotes from Martin Luther King Jr. advocating for non-violence and love as the ways to overcome darkness and hate. It also includes 7 quotes from Mohandas Gandhi promoting non-violence, peace, and opposing violence and war.
The ENIAC (Electronic Numerical Integrator and Computer) was the first general-purpose electronic digital computer. Unveiled in 1946, it was Turing-complete and could be reprogrammed to solve a full range of computing problems, rather than one fixed problem. The ENIAC was huge, weighing 30 tons, using about 18,000 vacuum tubes, 70,000 resistors, 10,000 capacitors, and around 5 million hand-soldered joints.
The document is a presentation from Quest Diagnostics given at the UBS 2007 Global Life Sciences Conference. It summarizes that Quest Diagnostics is a leader in diagnostic testing and information technology solutions, touching over 150 million patient lives in 2006. It provides an overview of the company's network, services, growth opportunities around cancer diagnostics, personalized medicine, and near-patient testing, and approach to driving profitable growth.
This document provides information about the School Day of Peace and Non-Violence. It is celebrated annually on January 30th to commemorate the death of Mahatma Gandhi and educate about tolerance, solidarity, respect for human rights, non-violence, and peace. The basic message of the day is that universal love, non-violence, and peace are better alternatives to egoism, violence, and war. The document includes origins of the observance, its objective, and the core message conveyed.
The document is the charter of the Audit Committee of Terex Corporation's Board of Directors, dated May 14, 2008. It establishes the purpose, membership, meetings, responsibilities, and relationship to the independent auditor of the Audit Committee. The Committee is responsible for oversight of accounting, auditing, regulatory compliance, related party transactions, and preparation of required audit committee reports. It must have at least three independent directors, one of whom is a financial expert, and meets at least quarterly with management and the independent auditor.
The Audit Committee Charter establishes the purpose, membership, structure, and responsibilities of the Audit Committee of Ingram Micro Inc. The purpose is to oversee the integrity of financial reporting, compliance with legal and regulatory requirements, and the independence and performance of the independent auditors and internal audit department. The Committee must have at least three independent directors with financial literacy. It will meet at least four times per year and report annually to the full Board. Key responsibilities include reviewing financial statements and disclosures, risk management, auditor appointment and compensation, and overseeing the internal audit department.
The Audit Committee Charter establishes the purpose, composition, duties, and responsibilities of the Perini Corporation Audit Committee. The Audit Committee is appointed by the Board of Directors to oversee the integrity of internal controls, financial reporting, and compliance with legal and regulatory requirements. It is also responsible for oversight of both internal and external auditors. The Charter outlines 25 specific duties of the Committee, including reviewing quarterly and annual financial reports, evaluating auditor independence, overseeing internal audits, and reporting regularly to the full Board of Directors.
The Walgreen Co. Audit Committee Charter establishes the committee to oversee the quality and integrity of financial reporting, compliance with legal requirements, the qualifications and independence of external auditors, and performance of external and internal audits. The committee is comprised of at least three independent directors with financial expertise, and is responsible for appointing external auditors and overseeing relationships with auditors and management to ensure transparency and accuracy of financial reporting.
The Audit Committee is responsible for overseeing the Company's financial reporting process and audits. It appoints the independent auditors, oversees their work, and reviews the Company's quarterly and annual financial statements. The Committee also oversees the Company's internal audit function and risk management practices. It is composed of at least three independent directors and has authority to retain outside advisors to assist in its duties.
The Audit Committee Charter establishes the purpose, membership, and responsibilities of the Audit Committee of Facebook's Board of Directors. The Committee oversees Facebook's accounting, financial reporting, and audit processes. It is responsible for appointing, overseeing, and assessing the independence of Facebook's independent auditor. The Committee also reviews Facebook's quarterly and annual financial statements and disclosures.
The document is the amended and restated audit committee charter for Big Lots, Inc. It outlines the responsibilities and composition of the audit committee.
The audit committee is appointed by the board of directors to oversee the financial reporting process and audits. It is responsible for appointing the independent auditor, overseeing their work, and reviewing the company's financial statements, internal controls, and disclosure controls with management and the auditor.
The committee must be comprised of at least three independent directors who are financially literate, with the chair having accounting or financial expertise. The committee is to meet at least quarterly to carry out duties including reviewing the company's quarterly and annual financial reports with management and the auditor.
The Audit and Compliance Committee Charter outlines the purpose, composition, authority, and specific duties of the Committee. The primary purpose is to oversee Starbucks' accounting, financial reporting, audit processes, and compliance with business conduct policies. The Committee is responsible for appointing and overseeing the independent auditors, reviewing financial reporting and disclosures, monitoring internal controls and compliance, and addressing accounting complaints. It must include at least three financially literate independent directors, meet at least six times per year, and report annually to shareholders.
The Audit Committee Charter establishes the purpose, composition, meetings, oversight areas, and responsibilities of the Audit Committee of Integrys Energy Group's Board of Directors. The Committee assists the Board in overseeing financial reporting, compliance, internal controls, risk management, and the independent auditor relationship. Key responsibilities include selecting and overseeing the independent auditor, reviewing financial statements and disclosures, and establishing procedures for complaints and anonymous submissions regarding accounting or auditing matters.
The document outlines the Audit Committee Charter for Owens & Minor, Inc. It establishes the purpose, authority, and responsibilities of the Audit Committee, which includes assisting the Board of Directors in oversight of financial reporting, internal controls, compliance, and the independent auditor. The Audit Committee is required to be comprised of at least 3 independent directors who are financially literate, with at least one member being a financial expert. The Charter provides that the Audit Committee will meet regularly with management and the independent auditor to review the company's financial reporting, accounting policies, internal controls, legal/regulatory compliance, and auditing matters.
The Blue Ribbon Committee was set up in 1998 by the SEC and NYSE to investigate wrongdoings of the government and its agencies. It recommended 10 measures to strengthen oversight of public company audits and improve financial reporting. These included mandating an independent audit committee, requiring the audit committee to adopt a written charter, and having the outside auditor discuss the quality of the company's financial reporting and accounting principles with the audit committee.
The Audit Committee Charter establishes the Audit Committee to assist the Board in overseeing the integrity of Centex's financial statements, compliance with legal and regulatory requirements, auditor qualifications and independence, and performance of internal and independent audits. The Charter outlines the Committee's authority, duties, and responsibilities which include appointing and overseeing the independent auditors, reviewing financial reporting and internal controls, and establishing procedures for complaints regarding accounting or auditing matters.
This document outlines the charter of the Audit Committee for The Pantry, Inc. It discusses the purpose, composition, meetings, responsibilities, and specific functions of the Audit Committee. The Audit Committee is appointed by the Board of Directors to assist in overseeing the integrity of financial reporting, compliance with legal and regulatory requirements, and independence of internal and external auditors. Key responsibilities include overseeing the financial reporting process, internal controls, internal audit function, and selection of the independent auditor.
The Audit Committee charter establishes the purpose, membership, and duties of the Audit Committee of the United States Steel Corporation Board of Directors. The Committee is responsible for overseeing the financial reporting process, internal controls, compliance, the independent auditor, and internal audit function. Key duties include reviewing the corporation's financial statements, internal control assessments, significant accounting policies, compliance programs, independent auditor qualifications and independence, and internal audit activities. The charter also outlines the Committee's responsibilities for risk oversight, legal and regulatory matters, and obtaining external advisors.
The document outlines the Compensation Committee Charter for Big Lots, Inc. It establishes the purpose, membership, structure, duties, and responsibilities of the Compensation Committee. The key points are:
1) The Committee is responsible for overseeing compensation programs and setting the compensation of the CEO and other executive officers.
2) The Committee must be composed of three independent Board members who meet NYSE requirements.
3) The Committee's duties include establishing compensation philosophy, evaluating CEO performance and compensation, overseeing incentive plans, and producing required reports.
The document is the charter of the Audit Committee of Freeport-McMoRan Copper & Gold Inc.'s Board of Directors, dated January 30, 2007. It outlines the committee's responsibilities which include overseeing the company's financial reporting and auditing processes, internal controls, compliance with legal and regulatory requirements, and qualifications and independence of external and internal auditors. The charter describes the committee's composition, meeting requirements, and powers to carry out its oversight duties. It also requires the committee to annually review its own performance and the charter.
Similar to quest diagnostics AuditFinanceCommitteeCharter_22009 (16)
Charter Communications held an earnings call presentation on May 3, 2007 to discuss their quarterly results and outlook. The presentation included the following:
1) Charter reported strong momentum in the first quarter of 2007 with the highest revenue, adjusted EBITDA, and RGU growth in several years driven by increased bundling of services and growth in value-added services.
2) Bundled customers increased to 41% of total customers in the first quarter of 2007 compared to 34% in the prior year. Telephone services passed increased significantly year-over-year and telephone customers more than doubled.
3) Financial results showed 10.7% revenue growth and 13.2% adjusted EBITDA growth year-
Charter Communications held an earnings call presentation on May 3, 2007 to discuss their first quarter 2007 results. The presentation included the following key points:
1) Charter experienced strong momentum in the first quarter of 2007 with the highest revenue, adjusted EBITDA, and RGU growth in over four years driven by increased bundling of services and growth in value-added services.
2) Bundling of video, internet, and telephone services increased customer penetration and ARPU, with bundled customers rising to 41% of total customers in the first quarter of 2007 compared to 34% in the first quarter of 2006.
3) Telephone services continued to show strong growth with homes passed increasing 86% compared to the
Charter Communications reported strong financial results for the second quarter of 2007, with double-digit revenue and adjusted EBITDA growth driven by increases in high-speed internet and telephone customers. Revenue grew 11% year-over-year to $1.498 billion, while adjusted EBITDA rose 11% to $539 million. The company saw strong growth in its bundled customer base and average revenue per user. Charter also continued the expansion of its advanced services such as HD and DVR set-top boxes.
Charter Communications reported financial results for the second quarter of 2007 that showed double-digit revenue and adjusted EBITDA growth compared to the second quarter of 2006. Revenue grew 11% due to increases in high-speed internet, telephone, and commercial business, while adjusted EBITDA rose 11%. The company added 166,300 total RGUs in the quarter, up 47% year-over-year, driven by growth in digital video, high-speed internet, and telephone customers. Bundled customers grew 17.7% and now make up 42% of total customers.
charter communications 4Q2007_Earnings_Presentation_vFINALfinance34
This document is the transcript from Charter Communications' 4th quarter and full year 2007 earnings call. It includes:
1) Charter Communications reported consistent revenue and adjusted EBITDA growth in the 4th quarter and full year 2007, driven by strategies to increase bundling penetration and improve customer experience.
2) The company grew revenue from high-speed internet and telephone services through customer growth and increasing ARPU. Bundling phone with cable services drove faster growth and improved customer retention.
3) Charter reduced its debt maturities through 2012 to $367 million and expects adequate liquidity through 2009 to continue investing in growth opportunities and improving service.
charter communications 4Q2007_Earnings_Presentation_vFINALfinance34
This document summarizes Charter Communications' 4th quarter and full year 2007 earnings call. It discusses the company's consistent revenue and adjusted EBITDA growth over the past five quarters. Key highlights include double-digit annual revenue growth driven by increases in high-speed internet and telephone customers. The company has focused on strategies like bundling multiple services and improving the customer experience to generate sustainable growth.
charter communications 1Q_2008_Earnings_Presentationfinance34
Charter Communications reported first quarter 2008 results. Revenue grew 10.5% to $1.56 billion driven by strong growth in high-speed internet, telephone, and commercial customers. Adjusted EBITDA also increased 10.5% to $545 million. The company added over 302,000 customers during the quarter and nearly doubled telephone customers year-over-year. Charter aims to continue growing revenue and adjusted EBITDA through bundling video, internet, and telephone services and increasing penetration of triple play customers.
charter communications 1Q_2008_Earnings_Presentationfinance34
Charter Communications reported first quarter 2008 results. Revenue grew 10.5% to $1.56 billion driven by increases in high-speed internet, telephone, and commercial customers. Adjusted EBITDA also increased 10.5% to $545 million. The company added over 302,000 customers during the quarter and nearly doubled telephone customers year-over-year to 1.1 million. Charter aims to continue growing revenue and adjusted EBITDA through bundling video, internet, and telephone services and increasing penetration of triple play packages.
charter communications 2Q_2008_Earnings_Presentation_FINALfinance34
Charter Communications reported second quarter 2008 earnings. Revenue grew 8.9% year-over-year to $1.623 billion driven by balance of rate and volume increases. Adjusted EBITDA increased 10.1% year-over-year to $591 million and the margin expanded 40 basis points to 36.4%. Total customer relationships grew 6% year-over-year with a focus on bundling video, internet, and telephone services and increasing penetration of advanced offerings.
charter communications 2Q_2008_Earnings_Presentation_FINALfinance34
Charter Communications held its second quarter 2008 earnings call on August 5, 2008. The presentation included forward-looking statements and discussed Charter's second quarter 2008 financial results. Key highlights included 8.9% revenue growth and 10.1% adjusted EBITDA growth. Charter saw increases in video, high-speed internet, and telephone customers. Bundled customer penetration reached 50% in the second quarter.
charter communications 3Q_2008_Earnings_Presentation_vFINALfinance34
Charter Communications held its third quarter 2008 earnings call on November 6, 2008. The document provides a cautionary statement regarding forward-looking statements made on the call. It notes that while Charter believes its plans, intentions and expectations are reasonable, actual results could differ materially due to risks and uncertainties. It lists some key risk factors that could cause results to differ from forward-looking statements.
charter communications 3Q_2008_Earnings_Presentation_vFINALfinance34
Charter Communications held its third quarter 2008 earnings call on November 6, 2008. The document provides a cautionary statement regarding forward-looking statements made on the call. It notes that while Charter believes its plans, intentions and expectations are reasonable, actual results could differ materially due to risks and uncertainties. The document lists some key risk factors that could cause actual results to differ from forward-looking statements.
This document is a proxy statement from Charter Communications providing information about the company's upcoming annual shareholder meeting. It details that shareholders will vote on the election of one Class A/Class B director and provides information about voting procedures. The sole nominee for the Class A/Class B director position is Ronald L. Nelson. The proxy statement also provides details about the meeting such as the voting eligibility requirements, proxy voting instructions, how to attend the meeting, and who is paying for the solicitation of proxies.
This document is a proxy statement from Charter Communications providing information for its upcoming annual shareholder meeting. It summarizes that shareholders will vote on one director nominee, Ronald L. Nelson, to serve as the Class A/Class B director on the board. It provides details on voting procedures and requirements. The other six board members will be elected solely by the Class B shareholder, Paul Allen.
Charter's broadband network provides the capacity to deliver high-speed internet access, digital video services, and interactive programming to millions of customers. Upgrading systems to broadband allows Charter to offer customers more choices through new digital services while generating new revenue streams. Charter is well-positioned for continued growth and success as the demand for broadband services increases and more applications are developed that utilize the network's massive bandwidth.
Charter Communications is the fourth largest cable television operator in the United States, serving over 6 million customers across 11 regions. The company believes that cable broadband will be the primary means of delivering new services like video, data, and voice to homes and businesses. Charter aims to deliver the full potential of broadband and provide superior customer service. The company has grown through 32 acquisitions since 1994 and successfully integrates new systems by empowering local managers and improving technology and marketing.
This document is a proxy statement from Charter Communications providing information about voting at the company's upcoming annual shareholder meeting. It outlines the items to be voted on including electing one Class A/Class B director, ratifying the 1999 Option Plan, and approving the 2001 Incentive Plan. It provides details on shareholder voting eligibility, the director nomination process, and vote requirements for passing each proposal. Shareholders are asked to vote by proxy in advance of the meeting.
- The document is Charter Communications' 2001 proxy materials and 2000 financial report. It includes information about the upcoming annual shareholder meeting such as voting procedures, director nominees, and proposals to be voted on.
- Shareholders will vote on the election of one Class A/Class B director, ratification of the 1999 Option Plan, and approval of the 2001 Incentive Plan.
- The proxy statement provides details on voting procedures, who is eligible to vote, what votes are required to pass each item, and how to complete and submit proxy cards.
Charter Communications exceeded its ambitious financial goals and customer growth targets for 2000. The company integrated millions of new customers and thousands of employees from acquisitions, while accelerating its rollout of digital cable, high-speed internet, and video on demand services. Charter's aggressive expansion strategy has positioned it as an industry leader, with operating cash flow and customer growth significantly outpacing competitors. Going forward, Charter will continue investing in its broadband network and pursuing new acquisition opportunities to further its vision of delivering advanced interactive services to homes and businesses.
Charter Communications had a very successful year in 2000:
1) They exceeded their ambitious financial goals, achieving significant revenue and cash flow growth through acquisitions and expansion of their broadband network and advanced services.
2) They reached over 1 million digital cable customers, accelerated their broadband network buildout, and were recognized as industry leaders in key performance metrics.
3) Looking ahead, Charter plans to continue growing organically and through acquisitions to attract more customers and capitalize on their technological lead in interactive digital services delivered over their high-speed broadband network.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
Understanding how timely GST payments influence a lender's decision to approve loans, this topic explores the correlation between GST compliance and creditworthiness. It highlights how consistent GST payments can enhance a business's financial credibility, potentially leading to higher chances of loan approval.
OJP data from firms like Vicinity Jobs have emerged as a complement to traditional sources of labour demand data, such as the Job Vacancy and Wages Survey (JVWS). Ibrahim Abuallail, PhD Candidate, University of Ottawa, presented research relating to bias in OJPs and a proposed approach to effectively adjust OJP data to complement existing official data (such as from the JVWS) and improve the measurement of labour demand.
How Does CRISIL Evaluate Lenders in India for Credit RatingsShaheen Kumar
CRISIL evaluates lenders in India by analyzing financial performance, loan portfolio quality, risk management practices, capital adequacy, market position, and adherence to regulatory requirements. This comprehensive assessment ensures a thorough evaluation of creditworthiness and financial strength. Each criterion is meticulously examined to provide credible and reliable ratings.
Falcon stands out as a top-tier P2P Invoice Discounting platform in India, bridging esteemed blue-chip companies and eager investors. Our goal is to transform the investment landscape in India by establishing a comprehensive destination for borrowers and investors with diverse profiles and needs, all while minimizing risk. What sets Falcon apart is the elimination of intermediaries such as commercial banks and depository institutions, allowing investors to enjoy higher yields.
Discover the Future of Dogecoin with Our Comprehensive Guidance36 Crypto
Learn in-depth about Dogecoin's trajectory and stay informed with 36crypto's essential and up-to-date information about the crypto space.
Our presentation delves into Dogecoin's potential future, exploring whether it's destined to skyrocket to the moon or face a downward spiral. In addition, it highlights invaluable insights. Don't miss out on this opportunity to enhance your crypto understanding!
https://36crypto.com/the-future-of-dogecoin-how-high-can-this-cryptocurrency-reach/
STREETONOMICS: Exploring the Uncharted Territories of Informal Markets throug...sameer shah
Delve into the world of STREETONOMICS, where a team of 7 enthusiasts embarks on a journey to understand unorganized markets. By engaging with a coffee street vendor and crafting questionnaires, this project uncovers valuable insights into consumer behavior and market dynamics in informal settings."
1. Elemental Economics - Introduction to mining.pdfNeal Brewster
After this first you should: Understand the nature of mining; have an awareness of the industry’s boundaries, corporate structure and size; appreciation the complex motivations and objectives of the industries’ various participants; know how mineral reserves are defined and estimated, and how they evolve over time.
Abhay Bhutada, the Managing Director of Poonawalla Fincorp Limited, is an accomplished leader with over 15 years of experience in commercial and retail lending. A Qualified Chartered Accountant, he has been pivotal in leveraging technology to enhance financial services. Starting his career at Bank of India, he later founded TAB Capital Limited and co-founded Poonawalla Finance Private Limited, emphasizing digital lending. Under his leadership, Poonawalla Fincorp achieved a 'AAA' credit rating, integrating acquisitions and emphasizing corporate governance. Actively involved in industry forums and CSR initiatives, Abhay has been recognized with awards like "Young Entrepreneur of India 2017" and "40 under 40 Most Influential Leader for 2020-21." Personally, he values mindfulness, enjoys gardening, yoga, and sees every day as an opportunity for growth and improvement.
South Dakota State University degree offer diploma Transcriptynfqplhm
办理美国SDSU毕业证书制作南达科他州立大学假文凭定制Q微168899991做SDSU留信网教留服认证海牙认证改SDSU成绩单GPA做SDSU假学位证假文凭高仿毕业证GRE代考如何申请南达科他州立大学South Dakota State University degree offer diploma Transcript
1. Quest Diagnostics Incorporated
Audit and Finance Committee Charter
Purpose
The primary purpose of the Committee is (1) to assist in the Board’s oversight of (a) the
quality and integrity of the Company’s financial statements and related disclosures, (b) the
Company’s compliance with legal and regulatory requirements, (c) the independent registered
public accounting firm’s qualifications and independence, and (d) the performance of the
Company’s internal audit function and independent registered public accounting firm and (2) to
provide advice to the Board on financing activities and other financial matters. In connection
with the Committee’s responsibility for oversight of the Company’s compliance with legal and
regulatory requirements, the Committee acknowledges that the Company’s Quality, Safety &
Compliance Committee will continue to be primarily responsible for oversight of the Company’s
compliance with legal and regulatory requirements other than securities and accounting laws and
regulations. In furtherance of its purpose, the Committee will maintain unrestricted and open
communication between the Board of Directors, the independent registered public accounting
firm, the internal auditors and the financial management of the Company.
Composition
1. Members. The Committee shall consist of as many members as the Board shall
determine, but in any event not fewer than three members. The members of the
Committee shall be appointed annually by the Board upon the recommendation of the
Governance Committee.
2. Qualifications. Each member of the Committee shall be a person who the Board has
determined meets the independence standards under the rules of the New York Stock
Exchange, Rule 10A-3 under the Securities Exchange Act of 1934 and such other
requirements as the Board shall determine. The Board shall also determine that each
member of the Committee is financially literate, or that each member will become
financially literate within a reasonable period of time after appointment to the
Committee, and that one member of the Committee has accounting or related financial
management expertise, as such qualifications are interpreted by the Board in its business
judgment, and whether any member of the Committee is an “audit committee financial
expert”, as defined by the rules of the Securities and Exchange Commission.
3. Limitation on Number of Boards. No director may serve as a member of the Committee
if such director serves on the audit committees of more than three public companies,
including the Committee, unless the Board of Directors determines that such
simultaneous service would not impair the ability of such director to effectively serve on
the Committee, and discloses this determination in the Company’s annual proxy
statement.
4. Chair. The Chair of the Committee shall be appointed by the Board upon
recommendation of the Governance Committee.
2. 5. Removal and Replacement. The members of the Committee may be removed or
replaced, and any vacancies on the Committee shall be filled, by the Board upon the
recommendation of the Governance Committee.
Operations
1. Meetings. The Chair of the Committee, in consultation with the Committee members,
shall determine the schedule and frequency of the Committee meetings. At all meetings
of the Committee, the presence of a majority of the members of the Committee shall be
necessary and sufficient to constitute a quorum for the transaction of business. Except
when otherwise required by statute, the vote of a majority of the members of the
Committee present and acting at a meeting at which a quorum is present shall be the act
of the Committee. In the absence of a quorum, a majority of the members of the
Committee present may adjourn the meeting from time to time, until a quorum shall be
present. The Committee may also act by unanimous written consent of all the members.
2. Agenda. The Chair of the Committee shall develop and set the Committee’s agenda, in
consultation with management. The agenda and information concerning the business to
be conducted at each Committee meeting shall, to the extent practical, be communicated
to the members of the Committee in advance of each meeting.
3. Report to Board. At each regular meeting of the Board, the Committee shall report to the
Board on any meetings held or actions taken by the Committee since the last regular
meeting of the Board with such recommendations as the Committee shall deem
appropriate.
4. Self-Evaluation; Assessment of Charter. The Committee shall conduct an annual self-
evaluation of its performance and shall report to the Board the results of the self-
evaluation. The performance evaluation of the Committee shall be conducted in such
manner as the Committee deems appropriate. The Committee shall assess the adequacy
of this Charter periodically (not less than annually) and recommend any changes to the
Board.
Authority and Duties
In furtherance of its purpose, the Committee shall:
1. In Relation to the Independent Registered Public Accounting Firm’s Qualifications
and Independence:
(a) Be directly responsible for the appointment, retention, compensation, evaluation
and oversight of the work of the independent registered public accounting firm
employed by the Company to audit its financial statements or perform related
services, including the resolution of disagreements between management and the
independent registered public accounting firm regarding financial reporting. The
independent registered public accounting firm shall report directly to the
Committee and, although the auditor appointment may be subject to stockholder
ratification, the Committee shall retain the discretion to retain the independent
registered public accounting firm and may change the appointment of the
2
3. independent registered public accounting firm at any time if they determine that
such change is in the best interests of the Company and its shareholders.
(b) Be directly responsible for the appointment, compensation, retention and
oversight of the work of any other registered public accounting firm engaged for
the purpose of preparing or issuing an audit report or to perform audit, review or
attestation services, which the firm shall also report directly to the Committee.
(c) Have the sole authority to pre-approve, or to adopt appropriate procedures to pre-
approve, all audit and non-audit services to be provided by the independent
registered public accounting firm.
(d) Obtain from, and review with, the lead audit partner, annually or more frequently
as the Committee considers appropriate, a report by the independent registered
public accounting firm describing: the independent registered public accounting
firm’s internal quality-control procedures; any material issues raised by the most
recent internal quality-control review, or peer review, of the independent
registered public accounting firm, or by any inquiry, review or investigation by
governmental, professional or other regulatory authorities, within the preceding
five years, respecting one or more independent audits carried out by the
independent registered public accounting firm, and any steps taken to deal with
these issues; and (in order to assess the independent registered public accounting
firm’s independence) all relationships between the independent registered public
accounting firm and the Company, including each non-audit service provided to
the Company and the matters set forth in PCAOB rules or other applicable laws,
regulations or standards established or amended form time to time.
(e) Annually review the experience, qualifications and performance of the senior
members of the independent registered public accounting firm team.
(f) Discuss with management the timing and process for implementing the rotation of
the lead audit partner, the concurring partner and any other active audit
engagement team partner and consider whether there should be a regular rotation
of the audit firm itself.
(g) Pre-approve the hiring of any employee or former employee of the independent
registered public accounting firm who was a member of the Company’s
independent audit team during the preceding three fiscal years. In addition, the
Committee shall pre-approve the hiring of any employee or former employee of
the independent registered public accounting firm (within the preceding three
fiscal years) for senior positions within the Company, regardless of whether that
person was a member of the Company’s audit team.
2. In Relation to the Performance of the Internal Audit Function and Independent
Registered Public Accounting Firm:
(a) Meet with the internal auditor, independent registered public accounting firm and
financial management to review the scope, planning and staffing of the proposed
audit for the current year and, at the conclusion thereof, review such audit,
including any comments or recommendations of the independent registered public
3
4. accounting firm and inquire about whether any undue time pressures were placed
on the independent registered public accounting firm.
(b) Review the organization, responsibilities, plans, results, budget and staffing of the
internal audit function, including the independence and authority of its reporting
obligations, the proposed audit plans for the coming year and the summary of
findings from completed and in progress internal audits.
(c) Review and concur in the appointment, replacement, reassignment or dismissal of
the Director of Internal Audit. Review the significant reports to management or
summaries thereof prepared by the internal auditing department and
management’s responses thereto.
(d) Take into account the opinions of management and the Company’s internal
auditors in assessing the independent registered public accounting firm’s
qualifications, performance and independence.
(e) Review and discuss with the independent registered public accounting firm,
internal auditors and financial management the quality, adequacy and
effectiveness of the Company’s internal control over financial reporting and any
significant deficiencies or material weaknesses in the design or operation of such
internal controls and elicit any recommendations for the improvement of such
internal controls.
(f) Review the Company’s policies with respect to risk assessment and risk
management.
3. In Relation to the Company’s Financial Statements, Accounting Principles and
Related Disclosures:
(a) Review and discuss the annual audited financial statements and quarterly financial
statements with management and the independent registered public accounting
firm, and the Company’s disclosures under “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” before the filing of
the Company’s Form 10-K and Form 10-Q. After review, make a
recommendation to the Board relative to the acceptance and inclusion of the
annual audited consolidated financial statements in the Company’s Annual Report
on Form 10-K.
(b) Review and discuss with management earnings press releases before they are
issued and the types of financial information and earnings guidance provided to
analysts and rating agencies.
(c) Obtain in a timely manner from the independent registered public accounting firm
and review with such firm, the internal auditors and financial management, an
audit report relating to the Company’s annual audited financial statements and the
Company’s internal control over financial reporting describing: (i) all critical
accounting policies and practices used by the Company in preparing its financial
statements, (ii) alternative treatments of financial information within United
States generally accepted accounting principles that have been discussed with
management, ramifications of the use of these alternative disclosures and
treatments, and the treatment preferred by the independent registered public
4
5. accounting firm, and (iii) other material communications between the independent
registered public accounting firm and management, such as any “management”
letter or schedule of unadjusted differences. In addition, the Committee shall
review with the independent registered public accounting firm any audit problems
or difficulties or any significant matters associated with the Company’s financial
statements or arising from the audit, including disagreements with management,
and managements’ response.
(d) Review with management, and any outside professionals as the Committee
considers appropriate, the adequacy and effectiveness of the Company’s
disclosure controls and procedures, and elicit any recommendations for the
improvement of such controls and procedures.
(e) Review with management, and any outside professionals as the Committee
considers appropriate, important trends and developments in financial reporting
practices and requirements and their effect on the Company’s financial
statements.
(f) Prepare the Committee’s report required by the Securities and Exchange
Commission to be included in the Company’s annual proxy statement.
(g) Consider any reports or communications (and management’s and/or the internal
audit department’s responses thereto) submitted to the Committee by the
independent registered public accounting firms required by or referred to in
PCAOB standards and related rules (AU380-Audit Committee Communications),
as they may be modified or supplemented, or other professional standards.
4. In Relation to Compliance with Legal and Regulatory Requirements:
(a) Obtain and review reports from management, the internal auditor, the independent
registered public accounting firm and the Quality, Safety & Compliance
Committee regarding legal matters (including the status of pending litigation) and
compliance with all applicable legal and regulatory requirements that may have a
material effect on the Company’s business, financial statements or compliance
policies, including any material reports or inquiries from regulatory or
governmental agencies.
(b) Obtain and review reports from management and the Quality, Safety &
Compliance Committee regarding the adequacy and effectiveness of the
Company’s procedures to ensure compliance with its legal and regulatory
responsibilities.
(c) Establish procedures for (a) the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls,
auditing matters or potential violations of law and (b) the confidential, anonymous
submission by employees of the Company of concerns regarding questionable
accounting or auditing matters.
5. In Relation to the Committee’s Finance Responsibilities:
5
6. Give advice and make recommendations with regard to investments, debt
financings, stock issuances, stock repurchases, dividend payments and other
significant financial policies and actions.
6. In Relation to the Committee’s General Responsibilities:
(a) Periodically meet separately with the internal auditor and independent registered
public accounting firm without members of management present. The Committee
shall meet separately with the independent registered public accounting firm at or
in connection with every in-person meeting of the Committee at which the
independent registered public accounting firm is present.
(b) Periodically meet separately with members of management without the internal
auditor or independent registered public accounting firm present.
(c) Discharge such other responsibilities as may be delegated by the Board.
Clarification of the Committee’s Role
The foregoing list of duties is not exhaustive, and the Committee may, in addition,
perform such other functions as it may deem necessary or appropriate for the performance of its
duties. The Committee shall have the power to delegate its authority and duties to
subcommittees or individual members of the Committee, as it deems appropriate in accordance
with applicable laws and regulations and the requirements of the New York Stock Exchange.
The Committee’s responsibility is one of oversight. It is the responsibility of the
Company’s management to prepare consolidated financial statements in accordance with
applicable laws and regulations and to maintain appropriate accounting and financial reporting
principles and policies and internal controls and procedures that provide for compliance with
accounting standards and applicable laws and regulations. The Company’s independent
registered public accounting firm is responsible for planning and carrying out a proper audit of
the Company’s financial statements and of the Company’s internal control over financial
reporting as well as conducting a review of the Company’s quarterly financial statements to be
filed on Form 10-Q. Therefore, each member of the Committee shall be entitled to rely, to the
fullest extent permitted by law, on the integrity of those persons and organizations within and
outside the Company from whom he or she receives information, and the accuracy of the
financial and other information provided to the Committee by such persons or organizations. In
discharging its oversight role, the Committee shall have full access to all Company books,
records, facilities and personnel. In fulfilling their responsibilities hereunder, it is recognized
that members of the Committee are not full-time employees of the Company and are not, and do
not represent to be, performing the functions of auditors or accountants. As such, it is not the
duty or responsibility of the Committee or its members to conduct auditing or accounting
reviews or procedures or to set auditor independence standards.
The Committee shall have the authority to select, retain and terminate counsel,
accountants, auditors or other advisors as and on such terms as the Committee deems appropriate
to discharge its duties and responsibilities without seeking approval of the Board or management.
The Committee shall receive appropriate funding, as determined by the Committee, from the
6
7. Company to pay any such counsel, accountants, auditors or other advisors and other expenses of
the Committee that are necessary and appropriate in order to carry out its duties.
(As amended on February 11, 2009)
7