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AUDIT COMMITTEE REQUIREMENTS (continued) management. (See “Codes of Conduct and Ethics” below.) Internal Audit. Every listed company must have an internal audit function. 86 The audit committee must have oversight responsibility over such function, as indicated below. Audit Committee Charter. The audit committee must have a written charter that addresses the committee’s purpose, which must include: (i) assisting board oversight of the integrity of the company’s financial statements, the company’s compliance with legal and regulatory requirements, the independent auditor’s qualifications and independence, and the performance of the company’s internal audit function and independent auditors; and (ii) preparing the disclosure required by Item 407(d)(3)(i) of Regulation S-K (relating to the audit committee report to be included in the company’s annual proxy statement). 87 “Codes of Conduct and Ethics” below.) Internal Audit. The Nasdaq listing standards do not address internal audit. Audit Committee Charter. The audit committee must have a formal, written charter that specifies: (i) the scope of the audit committee’s responsibilities, and how it carries out those responsibilities, including structure, processes and membership requirements; (ii) the audit committee’s responsibilities for ensuring its receipt from the outside auditors of a formal written statement delineating all relationships between the auditor and the company, and the audit committee’s responsibility for actively engaging in a dialogue with the auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditor and for taking, or recommending that the full board take, appropriate action to oversee the independence of the outside auditor; and (iii) the committee’s purpose of overseeing the accounting and financial reporting processes of the company and the audits of the financial statements of the company. 88 The charter must also provide for the duties and responsibilities of the audit committee to include: • appointing, retaining, compensating and overseeing the work of registered public accounting firms (this includes resolving disagreements between management and such firms); The charter must also address the authority and responsibilities of the audit committee required by Rule 10A-3, including: • appointing, retaining, compensating and overseeing the work of registered public accounting firms (this includes resolving disagreements between management and such firms); Weil, Gotshal & Manges LLP 16 US_ACTIVE:\44182171\7\99980.0865
AUDIT COMMITTEE REQUIREMENTS (continued) • establishing procedures for the receipt, retention and treatment of complaints from company employees on accounting, internal accounting controls or auditing matters, as well as for the confidential, anonymous submissions by company employees of concerns regarding questionable accounting or auditing matters; and • establishing procedures for the receipt, retention and treatment of complaints from company employees on accounting, internal accounting controls or auditing matters, as well as for the confidential, anonymous submissions by company employees of concerns regarding questionable accounting or auditing matters; and • having the authority to engage • having the authority to engage duties; 89 duties. 90 independent counsel and other advisers as it determines necessary to carry out its independent counsel and other advisers as it determines necessary to carry out its (Note: The foregoing charter requirements correspond to the requirements of Rule 10A-3.) • at least annually obtaining and reviewing a report by the independent auditor describing: (i) the independent auditor’s internal quality control procedures; (ii) any material issues raised by the auditor’s 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 5 years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues; and (iii) to assess the auditor’s independence, all relationships between the independent auditor and the company; 91 • meeting to review and discuss the annual audited financial statements and quarterly financial statements with management and the independent auditor, including review of the specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;” 92 Weil, Gotshal & Manges LLP 17 US_ACTIVE:\44182171\7\99980.0865
Page 1 and 2: Weil, Gotshal & Manges LLP Board of
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Page 9 and 10: committee; 51 or DEFINITION OF “I
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Page 21 and 22: COMPENSATION COMMITTEE REQUIREMENTS
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Page 33 and 34: OTHER BOARD COMMITTEE REQUIREMENTS
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Page 37 and 38: CODES OF CONDUCT AND ETHICS (contin
Page 39 and 40: APPLICABILITY TO NON-U.S. COMPANIES
Page 41 and 42: ENFORCEMENT, NOTIFICATIONS AND AFFI
Page 43 and 44: ENFORCEMENT, NOTIFICATIONS AND AFFI
Page 45 and 46: Event Majority of Independent Direc
Page 47 and 48: Event Majority of Independent Direc
Page 49 and 50: 7 See NYSE Listed Company Manual Se
Page 51 and 52: 43 However, service within the past
Page 53 and 54: 67 Indirect compensation includes p
Page 55 and 56: 91 After reviewing this report and
Page 57 and 58: 110 Rule 10C-1(b)(5)(i). 111 NYSE L
Page 59 and 60: 146 Nasdaq Equity Rule 5605(e)(4).
Page 61: any of the NYSE board structure req

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