Audit Committee Charter
Description
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS Purpose The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Sealy Corporation (the “Company”) to assist the Board with the oversight of: (1) the integrity of the financial statements of the Company; (2) the independent auditor’s qualifications and independence; (3) the performance of the Company’s disclosure controls and procedures, internal audit function and independent auditor; (4) the adequacy of the Company’s systems of internal accounting and financial controls; and (5) the Company’s compliance with ethics policies and legal and regulatory requirements. The Committee shall also prepare the report that Securities and Exchange Commission rules require be included in the Corporation’s annual proxy statement. The Committee shall report to the Board with respect to such matters and initiate and/or approve appropriate changes in any or all of these areas when necessary. Committee Membership The Committee shall consist of no fewer than three directors, each of whom is determined by the Board to be “independent” under the rules of the New York Stock Exchange, Inc. and the Sarbanes-Oxley act, subject to the phase-in rules for companies listing securities in conjunction with an initial public offering which require one independent member at the time of listing, a majority of independent members within 90 days of listing and a fully independent committee ...
Informations
| Publié par | Enku |
| Nombre de lectures | 65 |
| Langue | English |
Extrait
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
Purpose
The Audit Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of
Sealy Corporation (the “Company”) to assist the Board with the oversight of:
(1) the integrity of
the financial statements of the Company; (2) the independent auditor’s qualifications and
independence; (3) the performance of the Company’s disclosure controls and procedures,
internal audit function and independent auditor; (4) the adequacy of the Company’s systems of
internal accounting and financial controls; and (5) the Company’s compliance with ethics
policies and legal and regulatory requirements.
The Committee shall also prepare the report that
Securities and Exchange Commission rules require be included in the Corporation’s annual
proxy statement. The Committee shall report to the Board with respect to such matters and
initiate and/or approve appropriate changes in any or all of these areas when necessary.
Committee Membership
The Committee shall consist of no fewer than three directors, each of whom is determined by the
Board to be “independent” under the rules of the New York Stock Exchange, Inc. and the
Sarbanes-Oxley act, subject to the phase-in rules for companies listing securities in conjunction
with an initial public offering which require one independent member at the time of listing, a
majority of independent members within 90 days of listing and a fully independent committee
within one year.
Each member of the Committee shall meet all applicable experience and other
requirements of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”) and the rules and regulations of the United States Securities and Exchange
Commission (the “Commission”) or any applicable exemption therefrom, and at least one of
whom shall meet applicable financial expert qualifications.
All members of the Committee shall,
in the judgment of the Board, have, at the time of his or her appointment to the Committee, a
working familiarity with basic finance and accounting practices and the ability to read and
understand fundamental financial statements and at least one member must be a “financial
expert” under the requirements of the Sarbanes-Oxley act. No member of the Committee may
serve on the audit committee of more than three public companies, including the Company,
unless the Board (i) determines that such simultaneous services would not impair the ability of
such member to effectively serve on the Committee and (ii) discloses such determination in the
annual proxy statement.
No member of the Committee shall receive compensation other than (i) director’s fees for service
as a director of the Company, including reasonable compensation for serving on the Committee
and regular benefits that other directors receive and (ii) a pension or similar compensation for
past performance, provided that such compensation is not conditioned on continued or future
service to the Company.
The members of the Committee shall be appointed by the Board and shall serve until such
member’s successor is duly elected and qualified or until such member’s earlier resignation or
removal. The members of the Committee may be removed, with or without cause, by a majority
vote of the Board.
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Unless a chairman is elected by the full Board, the members of the Committee shall designate a
chairman by the majority vote of the full Committee membership. The chairman shall be entitled
to cast a vote to resolve any ties. The chairman will chair all regular sessions of the Committee
and set agendas for Committee meetings.
Committee Authority and Responsibilities
The Committee shall have the sole authority to appoint, replace or terminate the independent
auditor (subject, if applicable, to shareholder ratification).
The Committee shall be directly
responsible for the appointment, compensation, retention and oversight of the work of the
independent auditor, including resolution of disagreements between management and the
independent auditor regarding financial reporting, for the purpose of preparing or issuing an
audit report or related work.
The independent auditor shall report directly to the Committee.
The Committee shall establish policies for and pre-approve all auditing services and permitted
non-audit services (including accounting services related to mergers and acquisitions transactions
and related financing activities), other than “prohibited non-auditing services” (specified below),
to be performed for the Company by its independent auditor (including a prohibition against
paying any audit partner of the Company’s auditor compensation based on the partner procuring
engagements from the Company to provide any products or services other than audit, review or
attest services), subject to the de minimus exceptions for non-audit services described in Section
10A(i)(1)(B) of the Exchange Act.
Any such de minimus non-audit services not pre-approved
by the Committee shall be approved by the Committee prior to the completion of the audit.
The
Committee may form and delegate authority, including the authority to grant pre-approvals of
audit and permitted non-audit services, to subcommittees consisting of one or more members,
provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full
Committee at its next scheduled meeting.
The Committee shall promptly report the approval of
any permitted non-audit services to management for disclosure in the Company’s periodic
reports.
The following shall be “prohibited non-auditing services”: (i) bookkeeping or other services
related to the accounting records or financial statements of the audit client; (ii) financial
information systems design and implementation; (iii) appraisal or valuation services, providing
fairness opinions or preparing contribution-in-kind reports; (iv) actuarial services; (v) internal
audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer,
investment adviser or investment banking services; (viii) legal services and expert services
unrelated to the audit; and (ix) any other service that the Public Company Accounting Oversight
Board prohibits through regulation.
The Committee shall have the authority, to the extent it deems necessary or appropriate to carry
out its duties, to retain independent legal, accounting or other advisors. The Company shall
provide for appropriate funding, as determined by the Committee, for payment of compensation
to the independent auditor for the purpose of rendering or issuing an audit report and to any
advisors employed by the Committee.
The Committee shall review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.
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Financial Statement and Disclosure Matters
The Committee, as required by applicable law, rules or regulations and otherwise to the extent it
deems necessary or appropriate, shall:
1.
Review with management and the independent auditor the financial statements (Item 8 of
Form 10-K) and disclosures made in Management’s Discussion and Analysis of Financial
Condition and Results of Operations (Item 7 of Form 10-K, “MD&A”) to be included in
the Company’s Annual Report on Form 10-K (or the annual report to shareholders if
distributed prior to the filing of the Form 10-K), including management’s and the
independent auditor’s judgment about the quality, not just the acceptability, of accounting
principles, the reasonableness of significant judgments, and the clarity of the disclosures
in the financial statements.
2.
Discuss the results of the annual audit and any other matters required to be communicated
to the Committee by the independent auditor under generally accepted auditing standards
including matters relating to the conduct of the audit, any difficulties encountered in the
course of the audit work, any restrictions on the scope of activities or access to requested
information, any significant disagreements with management, and any actual or proposed
adjustments to the financial statements, and management’s response to such matters.
Without excluding any other possibilities, the Committee may wish to review with the
independent auditor (i) any accounting adjustments that were noted or proposed by the
auditor but were “passed” (as immaterial or otherwise), (ii) any communications between
the audit team and the audit firm’s national office respecting auditing or accounting
issues presented by the engagement and (iii) any “management” or “internal control”
letter issued, or proposed to be issued, by the independent auditor to the Company.
3.
Recommend to the Board whether the audited financial statements should be included in
the Company’s Annual Report on Form 10-K.
4.
Review and discuss with management and the independent auditor the Company’s
quarterly financial statements (Item 1 of Form 10-Q), including disclosures made in
MD&A (Item 2 of Form 10-Q), prior to the filing of the Company’s quarterly reports on
Form 10-Q, the results of the independent auditor’s reviews of the quarterly financial
statements and any other matters required to be communicated to the Committee by the
independent auditor under generally accepted auditing standards.
5.
Prepare the report of the Committee required by the rules of the Commission to be
included in the Company’s annual proxy statement.
6.
Discuss with management and the independent auditor significant financial reporting
issues and judgments made in connection with the preparation of the Company’s
financial statements, including any significant changes in the Company’s selection or
application of accounting principles, any major issues as to the adequacy of the
Company’s internal controls and any special steps adopted in light of material control
deficiencies.
7.
Review at least annually and discuss with the independent auditors:
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(a)
all critical accounting policies and practices to be used;
(b)
analyses prepared by management and/or the independent auditor setting forth
significant financial reporting issues and judgments made in connection with the
preparation of the financial statements, including all alternative treatments of
financial information within generally accepted accounting principles that have
been discussed with management, the ramifications of the use of such alternative
disclosures and treatments, and the treatment preferred by the independent
auditor; and
(c)
other material written communications between the independent auditor and
management, such as any management letter or schedule of unadjusted
differences.
8.
Discuss with management and the independent auditor the Company’s earnings press
releases, including the use of “pro forma” or “adjusted” non-GAAP information, as well
as financial information and earnings guidance provided to analysts and rating agencies.
Such discussion may be done generally (consisting of discussing the types of information
to be disclosed and the types of presentations to be made) and need not take place in
advance of such release or each instance in which the Company may provide earnings
guidance.
9.
Discuss with management and the independent auditor the effect of regulatory and
accounting initiatives as well as off-balance sheet structures on the Company’s financial
statements.
10.
Discuss with management, the internal audit department and the independent auditors the
Company’s major financial risk exposures and the steps management has taken to
monitor and control such exposures, including the Company’s risk assessment and risk
management policies.
11.
Review disclosures made to the Committee by the Company’s CEO and CFO during
their certification process for the Form 10-K and Form 10-Q about any significant
deficiencies in the design or operation of internal controls or material weaknesses therein
and any fraud (whether or not material) involving management or other employees who
have a significant role in the Company’s internal controls.
12.
Review management’s assessment of the effectiveness of the Company’s internal
controls over financial reporting as of the end of the most recent fiscal year and the
independent auditor’s report on management’s assessment of controls and their report on
internal controls over financial reporting.
Oversight of the Company’s Relationship with the Independent Auditor
The Committee, as required by applicable law, rules or regulations and otherwise to the extent it
deems necessary or appropriate, shall:
1.
Review and evaluate the lead partner of the independent auditor team.
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2.
Obtain and review a report from the independent auditor at least annually regarding:
(a)
the independent auditor’s internal quality control procedures;
(b)
any material issues raised by the most recent internal quality control review, or
peer review, of the firm or by any inquiry or investigation by governmental or
professional authorities within the preceding five years respecting one or more
independent audits carried out by the firm;
(c)
any steps taken to deal with any such issues; and
(d)
an assessment of the auditor’s independence and all relationships between the
independent auditor and the Company.
3.
Evaluate the qualifications, performance and independence of the independent auditor,
including considering whether the auditor’s quality controls are adequate and whether the
provision of permitted non-audit services is compatible with maintaining the auditor’s
independence, and taking into account the opinions of management and internal auditors.
The Committee shall present its conclusions with respect to the independent auditor to
the Board.
4.
Obtain and review the written disclosures and the letter from the independent auditor
required by Independence Standards Board Standard No. 1 (Independence Discussions
with Audit Committees) and proof that it is registered as a “registered public accounting
firm” by the Public Company Accounting Oversight Board, and discuss with the
independent auditor the independent auditor’s independence and any disclosed
relationships or services that may impact the objectivity of the independent auditor.
5.
Ensure the rotation of the lead (or coordinating) audit partner having primary
responsibility for the audit and the audit partner responsible for reviewing the audit as
required by law (such individual cannot provide audit services for more than five
consecutive years) and consider whether, in order to assure continuing auditor
independence, it is appropriate to rotate the independent auditing firm itself.
6.
Recommend to the Board policies for the Company’s hiring of employees or former
employees of the independent auditor who participated in any capacity in the audit of the
Company.
At a minimum, these policies should provide that any registered public
accounting firm may not provide audit services to the Company if the CEO, CFO,
controller, chief accounting officer or any other person serving in an equivalent capacity
for the Company was employed by the accounting firm and participated in the audit of
the Company within one year of the initiation of the current audit.
7.
Meet with the independent auditor and financial management of the Company prior to the
audit to discuss the planning and staffing of the audit, the scope of the prospective audit
and the audit procedures to be utilized, the estimated fees therefore and such other
matters pertaining to the audit as the Committee may deem appropriate.
At the
conclusion of the annual audit, review with the auditors and management the
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performance of the audit, including any comments or recommendations made by the
independent auditor.
8.
Inform the independent auditor that such firm shall report directly to the Committee.
9.
Oversee the work of the independent auditor, including the resolution of any
disagreement between management and the auditor regarding financial reporting, for the
purpose of preparing or issuing an audit report or related work.
In evaluating the Company’s relationship with its independent auditor, the Committee shall take
into account the opinions of management and the Company’s internal auditors (or other
personnel responsible for the internal audit function).
Oversight of the Company’s Internal Audit Function
The Committee, as required by applicable law, rules or regulations and otherwise to the extent it
deems necessary or appropriate, shall:
1.
Review the internal audit function when appropriate.
2.
Review any significant reports to management prepared by or on behalf of the senior
internal audit executive or the firm performing the internal auditing function and
management’s responses.
3.
Review and discuss with management the responsibilities, fees and staffing of the
internal audit department or the firm performing the internal auditing function and any
recommended changes in the planned scope of the internal audit.
Compliance Oversight Responsibilities
The Committee, as required by applicable law, rules or regulations and otherwise to the extent it
deems necessary or appropriate, shall:
1.
Receive any reports from the independent auditor, and report to the independent auditor,
any information of which they are aware indicating that an illegal act has or may have
occurred or that Section 10A(b) of the Exchange Act has been implicated.
2.
Review and approve all related party transactions.
3.
Establish procedures for the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting controls or auditing matters, and
the confidential, anonymous submission by employees of concerns regarding
questionable accounting or auditing matters.
4.
Administer the Code of Business Conduct and Ethics and internal complaint procedures.
5.
Receive any reports of corporate attorneys of evidence of a material violation of
securities laws or breaches of fiduciary duties.
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6.
Discuss with management and the independent auditor any correspondence with
regulators or governmental agencies and any published reports which raise material
issues regarding the Company’s financial statements or accounting policies.
7.
Investigate such matters as it deems appropriate in connection with fulfilling its duties
and responsibilities.
8.
Review periodically, with the Company’s counsel, any legal matter that could have a
significant impact on the Company’s financial statements.
Meetings; Reports to the Board
The Committee shall meet as often as it deems necessary, but not less frequently than quarterly.
The chairman of the board or any member of the Committee may call meetings of the
Committee.
All meetings of the Committee may be held telephonically.
The Committee shall meet periodically with management, the internal auditors and the
independent auditor in separate executive sessions.
In addition, the Committee should meet with
the independent auditors and management quarterly to review the corporation’s financial
statements in a manner consistent with that outlined in the “Financial Statement and Disclosure
Matters” section of this Charter.
The Committee may request any officer or employee of the Company, the Company’s outside
counsel or independent auditor to attend a meeting of the Committee or to meet with any
members of, or consultants to, the Committee.
The Committee may also exclude from its
meetings any persons it deems appropriate in order to carry out its responsibilities.
Among the items to be discussed in executive sessions are the independent auditor's evaluation
of the Company's financial, accounting, and auditing personnel and the cooperation that the
independent auditor received during the course of the audit.
The Committee shall make regular reports to the Board and shall submit to the Board the minutes
of all meetings of the Committee or otherwise communicate to the Board the matters discussed at
each of the Committee’s meetings.
The Committee shall report regularly to the Board with respect to the quality and integrity of the
Company’s financial statements, the Company’s compliance with legal or regulatory
requirements, the performance and independence of the Company’s independent auditor and the
performance of the internal audit function.
The Committee shall perform a review and evaluation, at least annually, of the performance of
the Committee and its members, including by reviewing the compliance of the Committee with
this Charter.
In addition, the Committee shall review and reassess, at least annually, the
adequacy of this Charter and recommend to the Board any improvements to this Charter that the
Committee considers necessary or valuable. The Committee shall conduct such evaluations and
reviews in such manner as it deems appropriate.
Limitation of Committee’s Role
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While the Committee has the responsibilities and powers set forth in this Charter, it is not the
duty of the Committee to plan or conduct audits or to determine that the Company’s financial
statements and disclosures are complete and accurate and are in accordance with generally
accepted accounting principles and applicable rules and regulations.
These are the
responsibilities of management and the independent auditor.
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