CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF

5 pages

English

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF

Sowyeg - Albert Rhys Williams

Le téléchargement nécessite un accès à la bibliothèque YouScribe
Tout savoir sur nos offres

5 pages

English

Le téléchargement nécessite un accès à la bibliothèque YouScribe
Tout savoir sur nos offres

A propos
Informations
Extrait

Description

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MAGELLAN GP, LLC July 21, 2011 I. Purpose. The Audit Committee is appointed by the Board of Directors (the “Board”) of Magellan GP, LLC (the "Company") to assist Board oversight of (1) the integrity of the financial statements of Magellan Midstream Partners, L.P. (the "Partnership"), (2) the Partnership’s compliance with legal and regulatory requirements, (3) the independent auditor’s qualifications and independence, and (4) the performance of the Partnership’s internal audit function and independent auditors. [NYSE 303A.07(b)(i)(A)] In addition, the purpose of the Audit Committee includes preparing the Audit Committee Report that the Securities and Exchange Commission (“SEC”) rules require to be included in the Partnership’s annual proxy statement or annual report on Form 10-K, as applicable. [NYSE 303A.07(b)(i)(B)] II. Composition. The Audit Committee shall be comprised of three or more directors as determined by the Board. [NYSE 303A.07(a)] Each member of the Audit Committee must be financially literate, as such qualification is interpreted by the Board in its business judgment, or must become financially literate within a reasonable period of time after his or her appointment to the Audit Committee. In addition, at least one member of the Audit Committee must have accounting or related financial management expertise, as the Board interprets such qualification in its business ...

Informations

Publié par	Sowyeg
Nombre de lectures	21
Langue	English

Extrait

CHARTER OF THE AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS

OF MAGELLAN GP, LLC

July 21, 2011

Purpose. The Audit Committee is appointed by the Board of Directors (the “Board”) of

Magellan GP, LLC (the "Company") to assist Board oversight of (1) the integrity of the

financial statements of Magellan Midstream Partners, L.P. (the "Partnership"), (2) the

Partnership’s compliance with legal and regulatory requirements, (3) the independent

auditor’s qualifications and independence, and (4) the performance of the Partnership’s

internal audit function and independent auditors.

[NYSE 303A.07(b)(i)(A)]

In addition,

the purpose of the Audit Committee includes preparing the Audit Committee Report that

the Securities and Exchange Commission (“SEC”) rules require to be included in the

Partnership’s annual proxy statement or annual report on Form 10-K, as applicable.

[NYSE 303A.07(b)(i)(B)]

II.

Composition. The Audit Committee shall be comprised of three or more directors as

determined by the Board.

[NYSE 303A.07(a)]

Each member of the Audit Committee

must be financially literate, as such qualification is interpreted by the Board in its

business judgment, or must become financially literate within a reasonable period of time

after his or her appointment to the Audit Committee.

In addition, at least one member of

the Audit Committee must have accounting or related financial management expertise, as

the Board interprets such qualification in its business judgment.

[NYSE 303A.07(a)

commentary]

Each member of the Audit Committee must satisfy the requirements for

independence of the New York Stock Exchange and all other applicable rules, regulations

and statutes.

[NYSE 303A.07(a)]

A member of the Audit Committee may not, other than

in his or her capacity as a member of the Audit Committee, the Board, or any other Board

committee, accept directly or indirectly any consulting, advisory or other compensatory

fee from the Company, Partnership or any subsidiary thereof, or be an affiliated person of

the Company, Partnership or any subsidiary thereof.

[SEC Rule 10A-3(b)(1)(ii)(A) and

(B)]

A member of the Audit Committee may not simultaneously serve on the audit

committee of more than three public companies unless such service is approved by the

Board upon its determination that such simultaneous service would not impair the ability

of such member to effectively serve on the Company’s Audit Committee.

[NYSE

303A.07(a) commentary]

The Chairman of the Audit Committee shall be designated by

the Board.

III.

Meetings. The Audit Committee shall meet with such frequency and at such intervals as

it shall determine is necessary to carry out its duties and responsibilities. The Audit

Committee, in its discretion, may ask members of management or others to attend its

meetings (or portions thereof) and to provide pertinent information as necessary. The

Audit Committee shall maintain minutes of its meetings and records relating to those

meetings and provide regular reports of its activities to the Board.

IV.

Duties and Responsibilities.

(February)

(1)

To direct preparation of and approve the Audit Committee Report

required by the rules of the SEC to be included in the Partnership's

annual Form 10-K or annual proxy statement, as applicable;

[SEC

Regulation S-K, Item 407(d)(3)(i)]

(Ongoing)

(2)

To have direct responsibility (a) for the appointment, compensation,

retention and oversight of the work of any registered public accounting

firm engaged (including resolution of disagreements between

management and the auditor regarding financial reporting) for the

purpose of preparing or issuing an audit report or performing other audit,

review or attest services for the Partnership and (b) to instruct any

registered public accounting firm that they are to directly report to the

Audit Committee;

[NYSE 303A.07(b)(iii) and SEC Rule 10A-3(b)(2)]

(Ongoing)

(3)

To establish procedures for: (a) the receipt, retention and treatment of

complaints received by the Partnership regarding accounting, internal

accounting controls or auditing matters; and (b) the confidential,

anonymous submission by employees providing services to the

Partnership of concerns regarding questionable accounting or auditing

matters;

[NYSE 303A.07(b)(iii) and SEC Rule 10A-3(b)(3)]

(As Needed)

(4)

To engage independent counsel and other advisors, as the Audit

Committee determines necessary to carry out its duties;

[NYSE

303A.07(b)(iii) and SEC Rule 10A-3(b)(4)]

(Annually)

(5)

To determine the appropriate funding to be provided by the Partnership

for payment of:

(a) compensation to any registered public accounting

firm engaged for the purpose of preparing or issuing an audit report or

performing other audit, review or attest services for the Partnership; (b)

compensation to any advisers employed by the Audit Committee under

Section IV(4) herein; and (c) ordinary administrative expenses of the

Audit Committee that are necessary or appropriate in carrying out its

duties;

[NYSE 303A.07(b)(iii) and SEC Rule 10A-3(b)(5)]

(October)

(6)

At least annually, to obtain and review a report by the independent

auditor describing: the firm’s internal quality-control procedures; 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 and

any steps taken to deal with any such issues; and (to assess the auditor’s

independence) all relationships between the independent auditor and the

Partnership;

[NYSE 303A.07(b)(iii)(A)]

(October)

(7)

At least annually, to evaluate the qualifications, performance and

independence of the Partnership's independent auditors, which evaluation

should include the review and evaluation of the lead partner of the

independent auditor, taking into account the opinions of management and

the internal auditors (or other personnel responsible for the internal audit

function) and to make recommendations to the Board regarding the

replacement or termination of the independent auditors;

[NYSE

303A.07(b)(iii)(A) commentary]

(October)

(8)

To ensure the rotation of the lead audit partner every five years as

required by law;

[NYSE 303A.07(b)(iii)(A) commentary and SEC

Section 10A(j) of 1934 Act]

(October)

(9)

To consider whether, in order to assure continuing auditor independence,

there should be regular rotation of the Partnership’s audit firm;

[NYSE

303A.07(b)(iii)(A) commentary]

(October)

(10)

To present to the Board the Audit Committee’s conclusions with respect

the

independence

the

Partnership’s

independent

auditor

evaluated in accordance with Sections IV(6 – 9) herein;

[NYSE

303A.07(b)(iii)(A) commentary]

(Quarterly)

(11)

To discuss, prior to filing with the SEC, the Partnership’s annual audited

financial statements and quarterly financial statements with management

and the independent auditor, including the Partnership’s disclosures

under “Management’s Discussion and Analysis of Financial Condition

and Results of Operations;”

[NYSE 303A.07(b)(iii)(B)]

(As Needed)

(12)

To discuss generally the type and presentation of information to be

included in the Partnership’s earnings press releases (paying particular

attention

any

use

“pro

forma,”

“adjusted”

non-GAAP,

information), as well as financial information and earnings guidance

provided to analysts and ratings agencies;

[NYSE 303A.07(b)(iii)(C)

and commentary ]

(Quarterly)

(13)

To discuss policies with respect to risk assessment and risk management,

including the Partnership’s major financial risk exposures and the steps

management has taken to monitor and control such exposures;

[NYSE

303A.07(b)(iii)(D) and commentary]

(Quarterly)

(14)

To meet separately, periodically, with management, with internal

auditors (or other personnel responsible for the internal audit function)

and with independent auditors;

[NYSE 303A.07(b)(iii)(E) and

commentary]

(Quarterly)

(15)

To review with the independent auditor any audit problems or difficulties

and management’s response, which review may include any accounting

adjustments that were noted or proposed by the auditor but were

“passed” (as immaterial or otherwise), any communications between the

audit team and the audit firm’s national office respecting auditing or

accounting issues presented by the engagement and any “management”

or “internal control” letter issued, or proposed to be issued, by the audit

firm to the Partnership;

[NYSE 303A.07(b)(iii)(F) and commentary]

(October)

(16)

To review the responsibilities, budget and staffing of the internal audit

function;

[NYSE 303A.07(b)(iii)(F) commentary]

(As Needed)

(17)

To set clear hiring polices for employees or former employees of the

independent auditors;

[NYSE 303A.07(b)(iii)(G)]

(Ongoing)

(18)

To report regularly to the Board any issues that arise with respect to the

quality

integrity

the

Partnership’s

financial

statements,

the

Partnership’s compliance with legal or regulatory requirements, the

performance and independence of the Partnership’s independent auditors

or the performance of the internal audit function;

[NYSE

303A.07(b)(iii)(H) and commentary]

(Quarterly)

(19)

To review major issues regarding accounting principles and financial

statement presentations, including any significant changes in the

Partnership’s selection or application of accounting principles, and major

issues as to the adequacy of the Partnership’s internal controls and any

special audit steps adopted in light of material control deficiencies;

[General Commentary to NYSE 303A.07(b)]

(Quarterly)

(20)

To review 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 analyses of the effects of alternative GAAP methods on the

financial statements;

[General Commentary to NYSE 303A.07(b)]

(Quarterly)

(21)

To review the effect of regulatory and accounting initiatives, as well as

off-balance sheet structures, on the financial statements of the

Partnership;

[General Commentary to NYSE 303A.07(b)]

(As Needed)

(22)

To approve in advance all audit and non-audit services to be provided by

any independent public accountants to the Partnership in accordance with

the Audit and Non-Audit Services Pre-Approval Policy dated February 3,

2004, as may be amended from time to time;

(Quarterly)

(23)

To instruct the independent public accountants to report to the

Committee the fees charged for non-audit services;

(As Needed)

(24)

To have authority to delegate to one or more designated members of the

Audit Committee, the authority to grant pre-approvals of audit and non-

audit services as described in Section IV(22) above;

[Section 10A(i)(3)

of 1934 Act]

(July)

(25)

To review and accept, if appropriate, the annual audit plan of the

Partnership's independent auditors, including the scope of audit

activities;

(February)

(26)

To review the results of the annual audit of the Partnership,

including any comments or recommendations of the Partnership's

independent auditors;

(Ongoing)

(27)

To establish and maintain a free and open means of communication

between and among the Board, the Audit Committee, the Partnership's

independent auditors and management;

(July)

(28)

To review and reassess annually the adequacy of the Audit Committee's

charter and recommend any proposed changes to the Board for approval;

(July)

(29)

To review and approve the Disclosure Committee’s charter and any

changes

thereto;

(As

(30)

To meet with the general counsel, and outside counsel when appropriate,

Needed)

to review legal and regulatory matters, including any matters that may

have a material impact on the financial statements of the Partnership;

(As Requested (31)

To obtain from the Partnership's independent auditors any information

by Independent

required to be provided pursuant to Section 10A of the Securities

Auditors)

Exchange Act of 1934;

(February)

(32)

obtain

from

the

Partnership’s

independent

accountant

the

communications in accordance with SAS 114 and Auditing Standard #5;

(January)

(33)

To annually self-evaluate the performance of the Audit Committee and

report the results of the Audit Committee performance evaluation to the

Board; and

[NYSE 303A.07(b)(ii)]

(Ongoing)

(34)

To perform such additional activities and consider such other matters

within the scope of its responsibilities, as the Audit Committee or the

Board deems necessary or appropriate.

***

While the Audit Committee has the duties and responsibilities set forth in this charter, the Audit

Committee is not responsible for planning or conducting the audit or for determining whether the

Partnership's financial statements are complete and accurate and are in accordance with generally

accepted accounting principles. This is the responsibility of management and the independent

auditor.

Similarly, except to the extent otherwise provided herein, it is not the responsibility of

the Audit Committee to resolve disagreements, if any, between management and the independent

auditors or to ensure that the Partnership complies with all laws and regulations and the Code of

Business Conduct.

Univers
Ebooks
Livres audio
Presse
Podcasts
BD
Documents

Livre audio en ligne - Développement personnel Livre en ligne Tout le catalogue Tous les Intérêts

CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF

YouScribe

Le catalogue

Le service

Les conditions