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Quarterly Financial Statements

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					Audit Committee Meeting Agenda Builder
This worksheet can be used by audit committees to assist in planning the annual activities and meeting agendas for the committee. The worksheet was
prepared based on observed practices and recent reforms and is not intended to be all inclusive or construed as professional guidance.


                                                                                                                     Suggested        Include on the
Action
                                                                                                                     Frequency           Agenda?
                                                                                                                         Yes                 No
General Responsibilities

Review compliance of audit committee members with applicable independence rules and regulations.                       Annually


As deemed necessary, engage outside legal, accounting, or other advisors and provide funding for compensating such
                                                                                                                       As needed
advisors.

                                                                                                                      Each board
Report regularly to the board of directors regarding the execution of duties and responsibilities.
                                                                                                                       meeting

Review the financial literacy of all audit committee members and ensure that members are in compliance with all
                                                                                                                       Annually
applicable rules and regulations.

                                                                                                                      Each audit
Conclude each regular audit committee meeting with executive session of the committee absent members of
                                                                                                                      committee              Yes
management.
                                                                                                                       meeting

Periodically meet privately with management to discuss any matters deemed appropriate.                                 Quarterly             Yes


Review of Financial/Controls Information

Review and discuss with management and the external auditors the company’s annual financial statements, including
the company's disclosure under "Management's Discussion and Analysis of Financial Condition and Results of             Annually
Operations".


Recommend to the board of directors whether the financial statements should be included in the Annual Report.          Annually


Review and discuss with management and the external auditors the company’s quarterly financial statements,
including the company's disclosure under "Management's Discussion and Analysis of Financial Condition and Results      Quarterly             Yes
of Operations".


Review the interim financial statements with financial management and external auditors prior to its filing.           Quarterly             Yes


Review the internal controls report.                                                                                   Annually


Review management certifications.                                                                                      Quarterly             Yes


Review other reports, rendered by the external auditors, submitted by the company to any governmental body or the
                                                                                                                       As needed
public.


Review earnings press releases with management, including a review of pro forma or adjusted non-GAAP information.      Quarterly             Yes


Discuss with management financial information and earnings guidance provided to analysts and rating agencies.
                                                                                                                       Annually
(Discussion may be on general terms.)


Review the regular internal reports to management prepared by the internal auditing department and management’s
                                                                                                                     Semi-annually
response.

External Auditor Relationship


Appoint the external auditor.                                                                                          Annually


Consider whether the auditor's performance of non-audit services is consistent with maintaining independence.          Annually


                                                                                                                     In accordance
Preapprove audit and nonaudit services provided by the external auditor.
                                                                                                                       with policy
Audit Committee Meeting Agenda Builder
This worksheet can be used by audit committees to assist in planning the annual activities and meeting agendas for the committee. The worksheet was
prepared based on observed practices and recent reforms and is not intended to be all inclusive or construed as professional guidance.


                                                                                                                            Suggested         Include on the
Action
                                                                                                                            Frequency            Agenda?
                                                                                                                                Yes                No
General Responsibilities

Review with the external auditor any problems or difficulties encountered in the course of the audit and
                                                                                                                              Annually
management's response.


Review the audit plan and scope with the external auditor.                                                                    Annually


-    Discuss with the external auditors any significant changes that were made to the initial audit scope or plan.            Quarterly            Yes


Prior to filing of periodic financial statements, receive the report from the external auditor. Such report includes:



-    Critical accounting policies

     Alternative treatments of financial information within generally accepted accounting principles that have been
-    discussed with management, ramifications of the use of such Alternative disclosures and treatments, and the            As reported by
     treatment preferred by the external auditor, and                                                                      external auditor


-    All audit adjustments and misstatements identified by the external auditors.


-    Other material written communications between the external auditor and management

Periodically meet privately with the external auditor to discuss any matters deemed appropriate.                              Quarterly            Yes


Review hiring policies for employees or former employees of the external auditor, ensuring that they are compliant
                                                                                                                              Annually
with all applicable rules and regulations.


Obtain and review a report by the external auditor describing:

                                                                                                                              Annually
-    the firm's internal quality control procedures;

-    all relationships between the external auditor and the company.

Evaluate the performance of the external auditors.                                                                            Annually

Financial Reporting Processes and Accounting Policies

Meet with representatives of the disclosure committee to discuss any anomalies encountered in the certification
                                                                                                                              Annually
process.

Review with management major issues regarding accounting principles and financial statement presentations,
including any significant changes in the company's selection or application of accounting principles, and major issues
                                                                                                                              Quarterly            Yes
as to the adequacy of the company's internal controls and any special audit steps adopted in light of material control
deficiencies.


Review management’s analyses of financial reporting issues and judgments made in connection with the preparation
                                                                                                                              Quarterly            Yes
of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.


Discuss with the external auditors any disagreements with management about matters that individually or in the
aggregate could be significant to the entity's financial statements or the auditor's report, whether or not subsequently      Quarterly            Yes
resolved.

Review with management the effect of regulatory and accounting initiatives, as well as off-balance sheet structures,
                                                                                                                             As needed
on the financial statements of the company.


Review and approve all related party transactions.                                                                            Quarterly            Yes


Review adequacy of procedures for the receipt, retention, and treatment of complaints regarding accounting, internal
                                                                                                                              Annually
control, or auditing matters.
Audit Committee Meeting Agenda Builder
This worksheet can be used by audit committees to assist in planning the annual activities and meeting agendas for the committee. The worksheet was
prepared based on observed practices and recent reforms and is not intended to be all inclusive or construed as professional guidance.


                                                                                                                          Suggested       Include on the
Action
                                                                                                                          Frequency          Agenda?
                                                                                                                              Yes              No
General Responsibilities

Review adequacy of procedures for the confidential, anonymous submission by company employees regarding
                                                                                                                            Annually
questionable accounting or auditing matters.


Receive report from party responsible for investigating complaints, either internal or external, regarding questionable
                                                                                                                          Semi-annually
accounting, auditing, or internal control matters.

Internal Audit Activities


Review and advise on the selection and removal of the internal audit director.                                             As needed


Periodically meet privately with the director of the internal audit function to discuss any matters deemed appropriate.     Quarterly          Yes


Periodically review with the internal audit director any significant difficulties, disagreements with management, or
                                                                                                                            Annually
scope restrictions encountered in the course of the function's work.


Review activities, organizational structure, and qualifications of the internal audit function.                             Annually


Review and recommend changes (if any) to the internal audit charter.                                                        Annually


Periodically review, with the external auditor, the internal audit function's responsibilities, budget and staffing.        Annually


Ethical Compliance, Legal Compliance, and Risk Management


Review the company's code of ethical conduct and management's system to enforce this code.                                  Annually


Review management's monitoring of the code of ethics; obtain an understanding of violations and how such violations
                                                                                                                            Annually
were identified and treated.


Review the report of the general counsel on legal and regulatory matters that could have significant impacts on the
                                                                                                                          Semi-annually
organization’s financial statements.


Conduct discussions with management as deemed appropriate to discuss significant risk exposures, including major
                                                                                                                            Annually
financial and accounting risk exposures, and the steps taken by management to control them.


Other Responsibilities

Review the charter and meeting agendas; recommend to the board of directors any necessary amendments as
                                                                                                                            Annually
conditions dictate.


Review with the external auditors, the internal auditing department and management the extent to which changes or
                                                                                                                            Annually
improvements in financial or accounting practices, as approved by the audit committee, have been implemented.


Prepare the report that the SEC requires be included in the company’s annual proxy statement.                               Annually


Perform a self-assessment relative to the audit committee’s purpose, duties and responsibilities outlined herein.           Annually
Audit Committee Meeting
                                                          Agenda
                                                          [Insert Date]

                                        Action                                            Speaker   Time

    Conclude each regular audit committee meeting with executive session of the
•
    committee absent members of management.



    Periodically meet privately with management to discuss any matters deemed
•
    appropriate.




                                        Review of Financial/Controls Information


    Review and discuss with management and the external auditors the company’s
    quarterly financial statements, including the company's disclosure under
•
    "Management's Discussion and Analysis of Financial Condition and Results of
    Operations".


    Review the interim financial statements with financial management and external
•
    auditors prior to its filing.




•   Review management certifications.




    Review earnings press releases with management, including a review of pro forma
•
    or adjusted non-GAAP information.




                                                 External Auditor Relationship




    Periodically meet privately with the external auditor to discuss any matters
•
    deemed appropriate.




                                 Financial Reporting Processes and Accounting Policies


    Review with management major issues regarding accounting principles and
    financial statement presentations, including any significant changes in the
•   company's selection or application of accounting principles, and major issues as to
    the adequacy of the company's internal controls and any special audit steps
    adopted in light of material control deficiencies.
    Review management’s analyses of financial reporting issues and judgments made
•   in connection with the preparation of the financial statements, including analyses
    of the effects of alternative GAAP methods on the financial statements.




                                                                 Page 4 of 5
                                         Action                                               Speaker   Time


•   Review and approve all related party transactions.




                                                     Internal Audit Activities




    Periodically meet privately with the director of the internal audit function to discuss
•
    any matters deemed appropriate.




                                                                   Page 5 of 5

				
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Description: Quarterly Financial Statements document sample