Charter of the Audit & Risk Committee of the Board of Directors
1. Mission Statement
The Audit and Risk Committee (the “Committee”) is appointed by the Board of Directors to assist the Board in monitoring (1) the integrity of the Company’s financial reporting, (2) the independent accountants’ qualifications, independence and performance, (3) the Company’s systems of internal controls, (4) the performance of the Company’s Internal Audit Department, (5) the Company’s Risk Governance Structure, and (6) the Company’s Compliance Risk Management Framework and compliance with legal and regulatory requirements.
2. Responsibilities and Duties
The Committee’s responsibility is one of oversight, and it recognizes that the Company’s management is responsible for both preparing the Company’s financial statements and managing its risks.
In carrying out its oversight duties, it is not the Committee’s responsibility to plan or conduct audits or to determine that the Company’s financial statements are complete or accurate or in accordance with generally accepted accounting principles. The Committee recognizes that financial management (including the internal audit staff), as well as the independent accountants, have more knowledge of accounting and auditing requirements and more detailed information about the Company than do the members of the Committee; consequently, in carrying out its oversight responsibilities the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent accountants’ work.
In carrying out its oversight duties, it is not the Committee’s responsibility to manage the Company’s risk functions nor report on their processes and assessments with respect to the Company's management of risk. The Committee recognizes that the Company’s risk management professionals have more knowledge of risk management requirements and more detailed information about the Company than do the members of the Committee; consequently, in carrying out its oversight responsibilities the Committee is not providing any expert or special assurances as to the Company's management of risk.
The Committee shall prepare the report required by the rules of the Securities and Exchange Commission (the “SEC”) to be included in the Company’s Annual Proxy statement.
The Committee shall consist of no fewer than three independent directors (in accordance with the independence standards adopted from time to time by the New York Stock Exchange (the “NYSE”), SEC and other regulatory requirements). The members of the Committee and the Chair of the Committee shall be appointed annually by the Board of Directors and may be removed by the Board of Directors. The members of the Committee shall be persons who are financially literate, in the judgment of the Board of Directors. At least one of the members of the Committee shall be a person who, in the judgment of the Board of Directors, has “accounting or related financial management expertise” in accordance with NYSE listing standards. At least one of the members of the Committee shall be a person who, in the judgment of the Board of Directors, is qualified to serve as an “audit committee financial expert” as defined by the SEC. At least one member of the Committee shall have experience in identifying, assessing and managing risk exposures of large, complex firms.
No member of the Committee may serve simultaneously on the audit committees of more than three public companies, including that of the Company, unless the Board of Directors determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and such determination is disclosed in accordance with the listing standards of the NYSE.
4. Meetings and Discussions
Generally, the Committee shall hold formal meetings prior to each quarterly meeting of the Board of Directors and telephone meetings with the Company’s Chief Financial Officer and the independent accountants prior to the release of quarterly financial results. Additional meetings, either in person or by telephone, may be held from time to time as determined by the Chair of the Committee. In addition, members of the Committee are free to contact members of management including financial managers, compliance managers, the Chief Audit Executive, the Chief Risk Officer, the Chief Compliance Officer, the Company’s General Counsel, outside counsel and the Company’s independent accountants whenever they consider appropriate; the Committee may request reports or presentations at Committee Meetings from any of these individuals. The Committee shall meet periodically with senior management responsible for the Company’s financial reporting. Written minutes of the Committee meetings shall be maintained.
At all Committee meetings, a majority of the members of the Committee shall constitute a quorum for the transaction of business. The action of a majority of those members present at a meeting, at which a quorum is present (but in no event less than two members), shall be the action of the Committee. The Committee shall keep a record of its actions and proceedings.
5. Financial Reporting Oversight; Relationship with Company’s Independent Accountants
a. The Company’s independent accountants are ultimately accountable to the Board of Directors, as representative of the Company’s shareholders. The Audit and Risk Committee exercises the responsibility of the Board of Directors in that oversight role.
b. The Committee shall be directly responsible for the appointment (subject to shareholder ratification in the Committee’s discretion as permitted by law), retention, compensation, and oversight of the work of the independent accountants employed by the Company (including resolution of disagreements between management and the auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. In that connection, the independent accountants shall report directly to the Committee and the Committee shall determine appropriate funding for payment of compensation to the Company’s independent accountants. The Committee shall have the sole authority to terminate the auditor in its discretion.
c. In connection with the appointment and reappointment of the independent accountants, the Committee shall review their independence and obtain written disclosures from them regarding all relationships with the Company that could affect their independence. In that connection at least annually the Committee shall obtain and review a report by the independent accountants 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 their independence) all relationships between the independent accountants and the Company. The Committee shall also review and evaluate the lead partner of the independent accounting team.
d. The Committee shall approve in advance any audit and non-audit services, including tax services, to be performed for the Company by its independent accountants, except for services that were not recognized at the time of the engagement to be non-audit services and for which the compensation does not exceed 5% of the total revenues paid to the independent accountants by the Company during the fiscal year; provided, however, that such "de minimis" services are approved by the Committee or one or more members to whom authority has been granted to make such approval prior to completion of the services. In that connection, the Committee shall receive from the independent accountants, at least annually, a written statement setting out all relationships between them and the Company and the fees paid for those services.
e. The Committee shall direct the independent accountants to prepare and deliver annually a statement as to independence consistent with Rule 3526, Communicating with Audit Committees Concerning Independence, as adopted by the Public Company Accounting Oversight Board (the “PCAOB”) and amended from time to time, and shall discuss with the independent accountants any relationships or services disclosed in this statement that may affect their objectivity and independence.
f. The Committee shall meet with the independent accountants on a regular basis, as it determines appropriate. At least once a year, the Committee shall meet with representatives of the independent accountants without the presence of management representatives.
g. The Committee shall ensure the rotation of the audit partners as required by law. The Committee shall consider whether, in order to ensure continuing auditor independence, it’s appropriate to adopt a policy of rotating the independent accounting firm on a regular basis.
h. The Committee, or one of its members, shall meet with the representatives of the independent accountants prior to commencement of the annual audit to discuss planning, staffing, to review the audit scope and approach, and any specific areas of risk that the auditors propose to focus on.
i. The Committee shall review and discuss with the independent accountants the matters required to be discussed with the independent accountants under Auditing Standard No. 1301, as adopted by the PCAOB and amended from time to time.
j. Following conclusion of the year-end audit, but prior to release of the financial statements, the Committee, or one of its members, shall discuss with representatives of the independent accountants the financial statements and the results of the audit, including any disagreements with management regarding audit scope, access to requested information or accounting presentation.
k. Prior to release of the financial results and related press releases for each quarter and the fiscal year, the Committee, or one of its members, shall review them with management and representatives of the independent accountants, and shall review with them the "Management’s Discussion and Analysis" section of the Company’s filings with the SEC. The Committee shall also discuss financial information and any earnings guidance provided to rating agencies and analysts, as well as non-GAAP financial measures. Such discussions may be general (consisting of discussing the types of information to be disclosed of the types of presentations to be made). Any earnings release or each instance in which the Company provides earning guidance need not be discussed in advance.
l. At least annually, the Committee shall review with representatives of the independent accountants their judgments concerning the quality of the Company’s accounting principles as reflected in its financial reporting, whether those principles are consistent with industry standards or represent minority positions, and the clarity of disclosure of information. The Committee shall also review with the independent accountants their views regarding any significant estimates made by management which are reflected in the financial statements.
In connection with the foregoing, the Committee shall review with the independent accountants:
(1) All critical accounting policies and practices to be used;
(2) All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management officials of the Company, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accountants; and
(3) Other material written communications between the independent accountants and the management of the Company, such as any management letter or schedule of unadjusted differences.
m. Based on the review and discussions described in sections (h), (i) and (j) herein, the Committee shall recommend to the Board of Directors whether the financial statements should be included in the Annual Report on Form 10-K.
n. The Committee shall discuss, at least annually, the adequacy of the Company's internal controls with the Internal Audit Department, the independent accountants and management, including, without limitation, reports regarding (a) significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting, and (c) recommendations to improve the Company's internal control structure and operational efficiency. The Committee shall review and discuss, as appropriate, any special audit steps implemented by management to address any deficiencies.
o. The Committee shall approve the Company’s policy for the hiring of employees or former employees of the Company’s independent accountants.
6. Oversight of the Internal Audit Department and Internal Controls
a. Review the appointment or replacement of the Chief Audit Executive, along with reviewing his or her performance and compensation annually.
b. Discuss with the independent accountants and management the Internal Audit department’s responsibilities, budget, staffing and any recommended changes in the planned scope of the internal audit.
c. The Committee shall have oversight responsibility with respect to the Company’s Internal Audit Department. In that connection, the Committee shall maintain regular contact with the Chief Audit Executive and meet with her/him as necessary without the presence of management representatives.
d. The Committee shall receive and review reports from the Internal Audit Department with respect to the results of audits undertaken and management’s response to recommendations from the Department. The Committee shall have the authority to direct the Internal Audit Department to undertake specific projects, including review of specific departments of the Company.
e. The Chief Audit Executive shall have access to the members of the Committee on a direct basis as necessary, and shall attend meetings of the Committee as requested by the Committee.
7. Risk Management
a. The Committee shall have oversight responsibility with respect to Management’s responsibilities to assess and manage the Company's key risks, including market, credit, liquidity, funding, operational, compliance, and reputational risk. The Committee’s role also includes oversight of the Company’s risk governance structure and the performance of the Company’s Chief Risk Officer and Chief Compliance Officer.
b. The Committee shall receive and review reports from the Chief Risk Officer regarding the major risk exposures of the Company and its business units. Specifically, the Committee shall review the Enterprise Risk Management Report, review the pertinent risk parameters for the Company’s most important risks and review and approve corporate risk assessment and management procedures.
c. The Chief Risk Officer shall have access to the members of the Committee on a direct basis as necessary and shall attend meetings of the Committee as requested by the Committee.
8. Oversight of the Enterprise-Wide Compliance Function and Legal and Regulatory Matters
a. The Committee shall obtain from the independent accountants assurance that Section 10A(b) of the Securities Exchange Act of 1934, as amended (detecting illegal acts, identifying related party transactions and going concern evaluation) has not been implicated.
b. The Committee shall oversee the Company’s management of compliance risk and support a culture that encourages ethical conduct and compliance throughout the Company.
c. The Committee shall oversee the Compliance Risk Management Framework, as established by the Compliance Risk Policy. This includes reviewing and approving the Compliance Risk Policy and other elements of this Framework, as appropriate, and overseeing senior management’s work to establish this Framework.
d. The Committee shall also receive reports from the Company’s Chief Compliance Officer regarding compliance risks stemming from the Company’s activities. . At least quarterly, the Chief Compliance Officer shall submit reports to the Committee on activities undertaken, any regulatory problems encountered, and regulatory issues that may affect the Company in the future. The Committee shall also oversee the Company’s work to resolve significant compliance risk-related issues.
e. The Chief Compliance Officer shall have access to the members of the Committee on a direct basis as necessary and shall attend meetings of the Committee as requested by the Committee.
f. The Committee shall discuss with management and the independent accountants any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.
g. The Committee shall discuss with the Company’s General Counsel any legal matters that may have a material impact on the financial statements or the Company’s compliance policies and internal controls.
9. Other Responsibilities
a. The Committee shall establish and review procedures for:
(1) The receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and
(2) The confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
b. At least annually, the Committee shall receive reports from Senior Financial Officers of the Company regarding their compliance with the code of ethics for Senior Financial Officers. The Committee shall report material violations of the Code of Ethics that are brought to their attention to the Board of Directors with a recommendation for appropriate action.
c. At least annually, the Committee shall review with the Company’s Chief Executive Officer and Chief Financial Officer the certifications they sign in SEC reports regarding the Company’s disclosure controls, the design and operation of the Company’s internal control over financial reporting and any material weaknesses or significant deficiencies they have identified with respect thereto, or any fraud involving management or other employees identified during the course of their review of the Company’s controls, and any significant changes in internal control over financial reporting or in other factors that could significantly affect internal control over financial reporting, including any corrective actions with regard to significant deficiencies and material weaknesses.
d. The Committee shall prepare an annual report to be included in the Company’s annual proxy statement to shareholders.
e. The Committee shall review and approve the Company’s enterprise-wide policies and other related documents, as appropriate.
a. In exercising its oversight responsibility, the Committee shall have access to members of management and material reports or inquiries received from, and any reports of examination submitted by, the various federal and state financial institution regulatory authorities and management’s responses to such reports or inquiries. The Committee may inquire into any issues that it considers to be of material concern to the Committee or the Board of Directors.
b. The Committee shall have authority to conduct or authorize investigations into any matters within its scope of responsibilities and to retain advisers, including counsel and other professionals, to assist in the conduct of any investigation and determine their compensation.
c. The Committee shall report regularly to the Board of Directors with respect to its activities.
d. The Committee shall annually review and reassess the adequacy of this Committee’s charter and recommend any proposed changes to the Board of Directors for approval.
e. The Committee shall participate in an annual performance evaluation of its activities by the Board of Directors.
As amended by the Board of Directors on March 1, 2019