Avid - Audit Committee Charter 2

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Publié par	Metheg
Nombre de lectures	14
Langue	English

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AVID TECHNOLOGY, INC. AUDIT COMMITTEE CHARTERA.PURPOSE The purpose of the Audit Committee is to assist the Board of Directors’ oversight of the Company’s accounting and financial reporting processes and the audits of the Company’s financial statements. B.STRUCTURE AND MEMBERSHIP 1.Audit Committee shall consist of at least three members of theNumber. The Board of Directors. 2.Independence. Exceptas otherwise permitted by the applicable rules of The Nasdaq Stock Market and Section 301 of the SarbanesOxley Act of 2002 (and the applicable rules thereunder), each member of the Audit Committee shall be “independent” as defined by such rules and Act. 3.Financial Literacy.Each member of the Audit Committee shall be able to read and understand fundamental financialstatements, including the Company’s balance sheet, income statement, and cash flow statement, at the time of his or her appointment to the Audit Committee.In addition, at least one member must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.Unless otherwise determined by the Board of Directors (in which case disclosure of such determination shall be made in the Company's annual report filed with the Securities and Exchange Commission (“SEC”)), at least one member of the Audit Committee shall be an "audit committee financial expert" (as defined by applicable SEC rules). 4.Chair. Unlessthe Board of Directors elects a Chair of the Audit Committee, the Audit Committee shall elect a Chair by majority vote. 5.Compensation. Thecompensation of Audit Committee members shall be as determined by the Board of Directors.No member of the Audit Committee may receive any compensation from the Company other than director and committee member fees. 6.Removal. MembersSelection andof the Audit Committee shall be appointed by the Board of Directors upon the recommendation of the Nominating and Goverance Committee.The Board of Directors may remove members of the Audit Committee from such committee, with or without cause.

C.AUTHORITY AND RESPONSIBILITIES 1. General The Audit Committee shall discharge its responsibilities, and shall assess the information provided by the Company's management, the internal auditor and the independent auditor, in accordance with its business judgment.Management is responsible for the preparation, presentation, and integrity of the Company's financial statements and for the appropriateness of the accounting principles and reporting policies that are used by the Company. Theinternal auditor is responsible for providing independent, objective assurance on whether the Company’s internal control processes, business risk management approach and governance processes, each as designed by management, are operating as management intended.The independent auditor is responsible for auditing the Company's financial statements and the Company’s internal control over financial reporting and for reviewing the Company's unaudited interim financial statements.The authority and responsibilities set forth in this Charter do not reflect or create any duty or obligation of the Audit Committee to plan or conduct any audit, to determine or certify that the Company's financial statements are complete, accurate, fairly presented, or in accordance with generally accepted accounting principles or applicable law, or to guarantee the independent auditor’s report. 2. Oversightof Independent Auditor (a)Audit Committee shall be solely and directly responsibleSelection. The for appointing, evaluating and, when necessary, terminating the independent auditor.The Audit Committee may, in its discretion, seek stockholder ratification of the independent auditor it appoints. (b)Independence. TheAudit Committee shall take, or recommend that the full Board of Directors take, appropriate action to oversee the independence of the independent auditor.In connection with this responsibility, the Audit Committee shall obtain and review a formal written statement from the independent auditor describing all relationships between the auditor and the Company, including the disclosures required by Independence Standards Board Standard No. 1.The Audit Committee shall actively engage in dialogue with the auditor concerning any disclosed relationships or services that might impact the objectivity and independence of the auditor.(c)Compensation. TheAudit Committee shall have sole and direct responsibility for setting the compensation of the independent auditor. The Audit Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of the independent auditor established by the Audit Committee. (d)Preapproval of Services.The Audit Committee shall preapprove all audit services, which may entail providing comfort letters in connection with

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securities underwritings, and nonaudit services (other than de minimus nonaudit services as defined by the SarbanesOxley Act of 2002 (and the applicable rules thereunder)) to be provided to the Company by the independent auditor. (e)Oversight. Theindependent auditor shall report directly to the Audit Committee and the Audit Committee shall have sole and direct responsibility for overseeing the independent auditor, including resolution of disagreements between Company management and the independent auditor regarding financial reporting.In connection with its oversight role, the Audit Committee shall, from time to time as appropriate obtain and review the reports required to be made by the independent auditor regarding: (i)critical accounting policies and practices; (ii)alternative treatments of financial information within generally accepted accounting principles that have been discussed with Company management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditor; and (iii)other material written communications between the independent auditor and Company management. 3. Oversightof Internal Auditor TheAudit Committee shall be responsible for appointing, evaluating and, when deemed appropriate by this Committee, terminating the internal auditor.The internal auditor shall report to the Audit Committee, and the Audit Committee shall have direct responsibility for overseeing the internal auditor, including (a) establishing guidelines for the authority, independence and scope of responsibilities for the internal auditor, as may be revised from time to time; (b) approving the internal audit annual plan submitted by the internal auditor; and (c) reviewing any reports provided to the Audit Committee by the internal auditor. 4. Reviewof Audited Financial Statements (a)The Audit Committee shallDiscussion of Audited Financial Statements. review and discuss with the Company's management and independent auditor the Company's audited financial statements, including the matters about which Statement on Auditing Standards No. 61 (Codification of Statements on Auditing Standards, AU §380) requires discussion. (b)Recommendation to Board Regarding Financial Statements.The Audit Committee shall consider whether it will recommend to the Board of Directors that the Company's audited financial statements be included in the Company's Annual Report on Form 10K.

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(c)The Audit Committee shall prepare an annualAudit Committee Report. committee report for inclusion where necessary in a proxy statement of the Company relating to an annual meeting of security holders at which directors are to be elected. 5. Reviewof Other Financial Disclosures (a)Independent Auditor Review of Interim Financial Statements.The Audit Committee shall direct the independent auditor to use its best efforts to perform all reviews of interim financial information prior to disclosure by the Company of such information and to discuss promptly with the Audit Committee and the Chief Financial Officer any matters identified in connection with the auditor's review of interim financial information which are required to be discussed by applicable auditing standards.The Audit Committee shall direct management to advise the Audit Committee in the event that the Company proposes to disclose interim financial information prior to completion of the independent auditor’s review of interim financial information. 6. Controlsand Procedures (a)Audit Committee shall coordinate the Board of Director’sOversight. The oversight of the Company’s internal accounting controls and the Company’s disclosure controls and procedures.The Audit Committee shall receive and review the reports of the chief executive officer and chief financial officer required by Rule 13a14 of the Securities Exchange Act of 1934, as amended. (b)Procedures for Complaints.The Audit Committee shall establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. (c)RelatedParty Transactions.The Audit Committee shall review all related party transactions (as defined by applicable SEC rules) on an ongoing basis and all such transactions must be approved by the Audit Committee. (d)Additional Powers.The Audit Committee shall have such other duties as may be delegated from time to time by the Board of Directors. D.PROCEDURES AND ADMINISTRATION 1.Meetings. TheAudit Committee shall meet as often as it deems necessary in order to perform its responsibilities.The Audit Committee may also act by unanimous written consent in lieu of a meeting.The Audit Committee shall keep such records of its meetings as it shall deem appropriate.

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2.Subcommittees. TheAudit Committee may form and delegate authority to one or more subcommittees (including a subcommittee consisting of a single member), as it deems appropriate from time to time under the circumstances.Any decision of a subcommittee to preapprove audit or nonaudit services shall be presented to the full Audit Committee at its next scheduled meeting. 3.Reports to Board.The Audit Committee shall report regularly to the Board of Directors. 4.Charter. Atleast annually, the Audit Committee shall review and reassess the adequacy of this Charter and recommend any proposed changes to the Board for approval. 5.The Audit Committee shall have the authority to engageIndependent Advisors. and authorize funding for such independent legal, accounting and other advisors as it deems necessary or appropriate to carry out its responsibilities.Such independent advisors may be the regular advisors to the Company.The Audit Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the compensation of such advisors as established by the Audit Committee. 6.Investigations. TheAudit Committee shall have the authority to conduct or authorize investigations into any matters within the scope of its responsibilities as it shall deem appropriate, including the authority to request any officer, employee or advisor of the Company to meet with the Audit Committee or any advisors engaged by the Audit Committee. 7. Funding.The Audit Committee is empowered, without further action by the Board of Directors, to cause the Company to pay the ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties. * * *

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