USCC Audit Committee Charter Amended 8 21 08

Imko - Diana.Neshevski

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English

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Publié par	Imko
Nombre de lectures	22
Langue	English

Extrait

Audit Committee of the Board of Directors of
United States Cellular Corporation

CHARTER*
I. PURPOSE:
The purpose of the Audit Committee shall be to (a) assist the Board of Directors of the Company in its
oversight of (1) the integrity of the Company's financial statements, (2) the Company's compliance with
legal and regulatory requirements, (3) the independent auditor's qualifications and independence, and (4)
the performance of the Company's internal audit function and independent auditors; (b) prepare an audit
committee report as required by the rules of the Securities and Exchange Commission (the "SEC") to be
included in the Company's annual proxy statement and (c) perform such other functions as set forth
herein, which shall be deemed to include the duties and responsibilities set forth in Rule 10A-3 of the
Securities Exchange Act of 1934, as amended.
II. COMPOSITION/ELIGIBILITY:
The Audit Committee shall be comprised of directors who shall satisfy the independence and other
requirements of each stock exchange on which the Company’s shares are listed (the "Exchange"), as well
as other applicable requirements for audit committee service imposed by the Securities Exchange Act of
1934, as amended (the "Act"), or the rules of the SEC. Determination as to whether a particular director
satisfies the requirements for membership on the Audit Committee shall be made by the Board of
Directors.
III. EXTERNAL ADVISERS
The Audit Committee shall have authority to engage independent counsel and other advisers as it deems
necessary to carry out its duties. The Audit Committee shall also have authority to obtain advice and
assistance from any officer or employee of the Company.
IV. FUNDING
The Company shall provide appropriate funding, as determined by the Audit Committee, for payment of (i)
compensation to the Company's independent public accountants as well as any other accounting firm
engaged to perform audit, review or attest services for the Company, (ii) any independent counsel or
other adviser retained by the Audit Committee and (iii) ordinary administrative expenses of the Audit
Committee that are necessary or appropriate in carrying out its duties. The Audit Committee shall
promptly report to the Board of Directors its engagement of any adviser, including the scope and terms of
such engagement.
V. FUNCTIONS:
The Audit Committee shall:
1. meet as often as it determines, but not less frequently than quarterly;
2. be directly responsible for the appointment, compensation, retention and oversight of the
work of the Company's independent public accountants (including resolution of
disagreements between management and the independent public accountants regarding
financial reporting) and the independent public accountants shall report directly to the
Audit Committee; 3. review with the independent auditor any audit problems or difficulties and management's
response;
4. ensure receipt of an annual formal written statement from the Company's independent
public accountants delineating all relationships between the independent public
accountants and the Company and discuss with the independent public accountants any
such relationships that may impact the objectivity and independence of the independent
public accountants; and take appropriate action to oversee the independence of the
independent public accountants;
5. at least annually, 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;
6. obtain and review annually, prior to the filing of the Company's Annual Report on Form
10-K, a report from the independent public accountants describing (a) all critical
accounting policies and practices used or to be used in the annual audit of the
Company's year-end financial statements (the "Annual Audit"), (b) all alternative
treatments within generally accepted accounting principles for policies and practices
related to material items that have been discussed with management, including
ramifications of the use of such alternative disclosures and treatments, and the treatment
preferred by the independent public accountants, and (c) other material written
communications between the independent public accountants and management, such as
any management letter or schedule of unadjusted differences, and discuss with the
independent public accountants any material issues raised in such report;
7. be responsible for the preapproval of all audit services and permissible non-audit
services to be provided to the Company by the independent public accountants, subject
to any exceptions provided in the Act and the rules of the SEC promulgated thereunder (it
being understood that the Audit Committee may delegate to one or more of its members
the authority to grant such preapprovals, provided that any preapproval granted by such
member or members must be presented to the full Audit Committee at its next scheduled
meeting);
8. review, in consultation with the independent public accountants, the internal auditing staff
of the Company, and such other advisers as the Audit Committee may deem necessary,
the scope, purpose and procedures of the overall audit plans of the internal auditing staff
and the independent public accountants, review the results thereof and take any
necessary actions in connection therewith;
9. review external and internal audit reports of the Company;
10. consult with the independent public accountants, senior management, the internal
auditing staff of the Company and such other advisers as the Audit Committee may deem
necessary regarding their evaluation of the adequacy of the Company's "internal controls
over financial reporting" and "disclosure controls and procedures" (as such terms are
defined by the SEC), and make specific recommendations to the Board of Directors in
connection therewith;
11. assure the regular rotation of the lead audit partner and the concurring partner every five
years (with a five year time-out period after each rotation), and the regular rotation of
other audit partners, engaged in the Annual Audit, every seven years (with a two year
2 time-out period after each rotation) or as otherwise required by law or the rules of the
Exchange;
12. review recommendations made by the independent public accountants and the internal
auditing staff of the Company, report to the Board of Directors with respect thereto and
with respect to external and internal audit reports of the Company, and take any
necessary actions in connection therewith;
13. review legal and regulatory matters that may have a material impact on the financial
statements;
14. review and concur annually with the Company's Code of Business Conduct, the
Company's Code of Ethics for Board of Directors and the Company's program to monitor
compliance with those Codes;
15. meet with the independent public accountants, the internal auditing staff of the Company,
management, and the General Counsel of the Company in separate executive sessions
to discuss any matters that the Audit Committee or these groups believe should be
discussed privately with the Audit Committee;
16. review and discuss with the independent public accountants and management the
Company's annual audited financial statements (including the MD&A) and recommend to
the Board of Directors the inclusion of the Company's audited financial statements in its
Form 10-K;
17. review and discuss with the independent public accountants and management the
Company's quarterly unaudited financial statements prior to the publication of the any's earnings release and prior to the inclusion of such financial statements
(including the MD&A) in the Company's Form 10-Q;
18. prior to the filing of each Form 10-Q and the Form 10-K, be available to discuss with the
independent public accountants the matters required to be discussed by Statement on
Auditing Standards No. 61 or any successor to such standard that may be adopted by the
Public Company Accounting Oversight Board (“PCAOB”) and other matters that should
be communicated to the Audit Committee under the professional standards of the
American Institute of Certified Public Accountants or the PCAOB, as applicable;
19. discuss the Company's earnings press releases, as well as financial information and
earnings guidance provided to analysts and rating agencies;
20. be responsible for the review and oversight of all related-party transactions, as such term
is defined by the rules of the Exchange;
21. 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 quest