Audit Committee Charter AR 2-9-06

SONIC AUTOMOTIVE, INC. Charter of the Audit Committee of the Board of Directors Amended and Restated February 9, 2006 I. Purpose The Audit Committee is appointed by the Board of Directors to assist the Board in fulfilling its oversight responsibilities relating to the Company’s accounting policies, reporting policies, internal controls, compliance with legal and regulatory requirements, and the integrity of the Company’s financial reports. The Audit Committee’s primary duties and responsibilities are to: • Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting, and legal compliance. • Monitor the independence and performance of the Company’s independent auditors and internal auditing department. • Review the proposed form, quality and adequacy of the Company’s financial statements and disclosures included therein. • Provide an avenue of communication among the independent auditors, management, the internal auditing department and the Board of Directors. • Review areas of potential significant financial risk to the Company. • Report to the Board of Directors regarding each of the matters listed above. The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization. The Audit Committee has the ability to retain, at ...