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MDU RESOURCES GROUP, INC. BOARD OF DIRECTORS’ AUDIT COMMITTEE CHARTER Purpose The Audit Committee assists the Board in fulfilling its oversight responsibilities to the stockholders, and serves as a communication link among the Board, management, the independent auditors, and the internal auditors. The Audit Committee (a) assists the Board’s oversight of (i) the integrity of the Company’s financial reporting process and system of internal controls, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications and independence, (iv) the performance of the Company’s internal audit function and independent auditors, and (v) the Company’s management of risks in the Audit Committee's areas of responsibility; and (b) arranges for the preparation of and approves the report that Securities and Exchange Commission rules require be included in the Company’s annual proxy statement. Authority and Responsibilities The Audit Committee shall: 1. Be directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s independent auditors (including resolution of disagreements between management and the auditors regarding financial reporting) engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services and the independent auditors shall report directly to the Audit Committee. The Audit Committee shall ...

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Publié par	Thuen
Nombre de lectures	8
Langue	English

Extrait

NYA 616379.7 302044 000308

MDU RESOURCES GROUP, INC.

BOARD OF DIRECTORS’ AUDIT COMMITTEE

CHARTER

Purpose

The Audit Committee assists the Board in fulfilling its

oversight responsibilities to the stockholders, and serves as a

communication link among the Board, management, the independent

auditors, and the internal auditors.

The Audit Committee (a)

assists the Board’s oversight of (i) the integrity of the

Company’s financial reporting process and system of internal

controls, (ii) the Company’s compliance with legal and

regulatory requirements, (iii) the independent auditors’

qualifications and independence, (iv) the performance of the

Company’s internal audit function and independent auditors, and

(v) the Company’s management of risks in the Audit Committee's

areas of responsibility; and (b) arranges for the preparation of

and approves the report that Securities and Exchange Commission

rules require be included in the Company’s annual proxy

statement.

Authority and Responsibilities

The Audit Committee shall:

Be directly responsible for the appointment,

compensation, retention and oversight of the work of

the Company’s independent auditors (including

resolution of disagreements between management and the

auditors regarding financial reporting) engaged for

the purpose of preparing or issuing an audit report or

performing other audit, review or attest services and

the independent auditors shall report directly to the

Audit Committee.

The Audit Committee shall pre-

approve all audit and non-audit services by the

independent auditors as required by applicable law and

the rules of the New York Stock Exchange (the “NYSE”).

Review annually the overall plan of the audit as

proposed by the independent auditors, including the

scope of the examination to be performed, the

assistance to be provided by the internal auditors and

any developments in accounting principles and auditing

standards that may affect either the financial

statements or the audit.

Audit Committee Charter

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NYA 616379.7 302044 000308

Review and discuss with management and the independent

auditors, before filing with the Securities and

Exchange Commission, the annual audited financial

statements and quarterly financial statements.

Review

with the independent auditors and management the

results of the audit and the Company’s specific

disclosures under “Management’s Discussion and

Analysis of Financial Condition and Results of

Operations.”

Discuss matters required to be

communicated to audit committees in accordance with

Statement on Auditing Standards (“SAS”) No. 61, as

amended (AICPA, Professional Standards, Vol. 1 AU

section 380) and re-issued as SAS No. 114.

Recommend to the Board whether the audited financial

statements should be included in the Company’s annual

report on Form 10-K.

Review and discuss with management the Company’s

disclosures under “Risk Factors” in the Company’s

annual report on Form 10-K and quarterly reports on

Form 10-Q.

Review with the independent auditors any audit

problems or difficulties and management’s response.

Report to the Board on the scope and results of the

annual audit, including a report prepared in

accordance with Item 407 of Regulation S-K to be

included in the Company’s proxy statement, and from

time to time report on other activities of the

Committee and recommend to the Board such changes,

additions or variations in the auditing, accounting

and control functions as the Committee may deem

desirable.

Prior to the independent auditors’ initial engagement

and at least annually thereafter, (a) obtain and

review a written communication from the independent

auditors that describes all relationships between the

independent auditors or any of its affiliates and the

Company or persons in financial oversight roles at the

Company that, as of the date of the communication, may

reasonably be thought to bear on independence, (b)

discuss with the independent auditors the potential

effects of the relationships described in (a) on the

independence of the independent auditors, (c) obtain

and review a written communication from the

Audit Committee Charter

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NYA 616379.7 302044 000308

independent auditors affirming that the independent

auditors, as of the date of the communication, are

independent in compliance with Rule 3520 promulgated

by the Public Company Accounting Oversight Board and

(d) ensure that the substance of the discussions

between the Committee and the independent auditors is

documented by the independent auditors.

With the independent auditors, management and the

internal auditors, periodically review and discuss

significant (a) financial reporting issues and

practices, and critical accounting policies and

estimates, (b) issues regarding accounting principles

and financial statement presentation (including any

significant changes in the Company’s selection or

application of accounting principles), and (c) issues

as to the adequacy of the Company’s internal control

systems and compliance with applicable laws and

regulations.

Assess management’s attitude toward

internal controls, the process for establishing and

monitoring internal control systems and any special

audit steps adopted in light of material control

deficiencies.

10.

Review annually the scope and results of the internal

audit program.

Review with the director of internal

auditing compliance with appropriate audit standards.

11.

Review and concur in the appointment or replacement of

the director of internal auditing.

12.

Periodically evaluate whether rotation of the

independent auditor firm would be in the best

interests of the Company considering, among other

things, auditor independence, audit quality, costs and

any loss of institutional knowledge. (The lead audit

partner, concurring audit partner, and other auditors

of the independent auditor shall be subject to

rotation in accordance with the Sarbanes-Oxley Act of

2002 and Regulation S-X of the Securities and Exchange

Commission.)

13.

At least annually, obtain and review a report by the

independent auditors describing: the independent

auditors’ internal quality control procedures; any

material issues raised by the most recent internal

quality control review, or peer review, of the

independent auditors, or by any inquiry or

Audit Committee Charter

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NYA 616379.7 302044 000308

investigation by governmental or professional

authorities, within the preceding five years,

respecting one or more independent audits carried out

by the independent auditors, and any steps taken to

deal with any such issues; and (to assess the

independent auditors’ independence) all relationships

between the independent auditors and the Company.

14.

Discuss earnings press releases, as well as financial

information and earnings guidance provided to analysts

and rating agencies.

15.

Discuss with management (a) in a general manner the

Company's policies with respect to risk assessment and

risk management, (b) the Company's policies with

respect to risk assessment and risk management in the

areas of financial reporting, internal controls and

compliance with legal and regulatory requirements and

management's assessment of their adequacy and

effectiveness, (c) the Company's material risk

exposures in these areas and the steps taken to manage

such exposures, and (d) the Company's risk tolerance

in these areas and its relationship to Company

strategy.

16.

Regularly review the Company’s internal control

systems and policies and procedures for reporting,

acting upon, and documenting breaches of law,

including fraud and theft.

17.

Meet at least quarterly with management, the director

of internal audit, and the independent auditors in

separate executive sessions.

The Audit Committee

shall meet at such times and report to the Board

regarding its deliberations, as necessary.

18.

On a quarterly basis, the Chair of the Committee shall

perform a review of the expense reports of the Chief

Executive Officer.

19.

Set clear hiring policies for employees or former

employees of the independent auditors.

20.

Report regularly to the Board of Directors on any

issues that arise with respect to the quality or

integrity of the Company’s financial statements, the

Company’s compliance with legal or regulatory

requirements, the Company's management of risks in the

Audit Committee Charter

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NYA 616379.7 302044 000308

Audit Committee's areas of responsibility, the

performance and independence of the Company’s

independent auditors and the performance of the

internal audit function.

21.

Establish procedures for the receipt, retention and

treatment of complaints received by the Company

regarding accounting, internal accounting controls or

auditing matters, including procedures for the

confidential, anonymous submission by employees of the

Company of concerns regarding questionable accounting

or auditing matters.

22.

Perform an annual performance evaluation of the Audit

Committee.

23.

Review the Leading With Integrity Guide report

presented annually by the General Counsel.

24.

Review and reassess the adequacy of the Audit

Committee Charter on an annual basis.

25.

Conduct or authorize investigations into any

activities it deems necessary and appropriate.

26.

Retain and discharge, and approve fees and other terms

and conditions for retention of, independent experts

in accounting and auditing, legal counsel and other

experts or advisors as it may deem appropriate.

27.

Direct any officer or employee of the Company or

request any employee of the Company’s independent

auditors, outside legal counsel or such other

individual as it may deem appropriate to attend Audit

Committee meetings or meet with any Audit Committee

members.

28.

Review reports and written memoranda from the General

Counsel relating to transactions (1) involving

directors, director nominees, executive officers,

significant shareholders or other “related persons” in

which the Company is or will be a participant, and (2)

of the type required to be reported under Item 404(a)

of Regulation S-K of the Securities and Exchange

Commission.

After review and consideration of the

material facts and circumstances and any consultation

with legal counsel and other advisors the Committee

deems advisable, the Audit Committee shall make such

Audit Committee Charter

Page 6

NYA 616379.7 302044 000308

determination or recommendation to the Board of

Directors and appropriate officers of the Company with

respect to the transactions as the Audit Committee

deems appropriate.

Composition

The Audit Committee is a standing committee of the Board.

The

Audit Committee shall consist of not less than three members of

the Board, each of whom (A) satisfies the requirements for

independence pursuant to law and the listing standards of the

NYSE, and (B) is financially literate as required by the listing

standards of the NYSE.

At least one Committee member shall have

accounting or related financial management expertise as required

by the listing standards of the NYSE.

Committee members may not

serve on audit committees of more than two other publicly traded

companies.

Committee members shall serve at the pleasure of the

Board and for such term or terms as the Board may determine.

Resources

The Audit Committee shall have the resources and appropriate

funding, as determined by the Audit Committee, to discharge its

duties and responsibilities including, without limitation,

funding for the payment of (i) compensation to any accounting

firm engaged for the purpose of preparing or issuing an audit

report or performing other audit, review or attest services for

the Company, (ii) compensation to any advisors employed by the

Committee, and (iii) ordinary administrative expenses of the

Committee that are necessary or appropriate in carrying out its

duties.

Delegation of Authority

The Audit Committee may delegate to one or more of its members

the authority to grant pre-approvals of audit and non-audit

services to be performed by the Company’s independent auditors,

subject to such guidelines as the Audit Committee may determine.

Any such decisions to pre-approve shall be presented to the

Audit Committee at its next following regular meeting.

Date of Creation

August 3, 1972

Charter Adopted

January 31, 1979 and restated August 4, 1983, May 6, 1993,

May 16, 1996, May 15, 1997, May 11, 2000, May 15, 2003,

Audit Committee Charter

Page 7

NYA 616379.7 302044 000308

November 13, 2003, February 17, 2005, May 11, 2006,

November 16, 2006, May 17, 2007, May 15, 2008 (editorial change

only to Paragraph 6 - reflects SEC changing Section 306 to

Section 407), February 12, 2009 (revising No. 7 of Authority and

Responsibilities), May 14, 2009 (revising (b) of Purpose),

February 11, 2010, and May 13, 2010 (SAS No. 114 supersedes

SAS No. 61).

Date Issued

May 13, 2010

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