Audit and Risk Committee Charter

Audit and Risk Committee Charter

I. Purpose of the Committee

The Committee’s primary purposes are to:
Oversee the accounting and financial reporting processes of the Corporation and the audits of the financial statements of the Corporation.

Provide assistance to the Corporation’s Board by monitoring: 

  1. the integrity of the financial statements of the Corporation,
  2. the independent auditors’ qualifications and independence,
  3. the performance of the Corporation’s and its subsidiaries' internal audit function and independent auditors,
  4. the Corporation’s system of internal controls, and
  5. the Corporation’s financial reporting and system of disclosure controls.

II. Responsibilities of the Committee

A. Charter Review

Review and reassess the adequacy of this charter at least annually and recommend to the Board any proposed changes to this charter; and

Post such charter and amendments to the Corporation's website.

B. Corporation Financial Reporting / Internal Controls

Review and discuss with the independent auditors their respective annual audit plans, reports and the results of their audit;

Review and discuss with the Corporation’s Chief Executive Officer and Chief Financial Officer all matters such officers are required to certify in connection with the Corporation’s reports;

Discuss with management the independent auditors significant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements, including any significant changes in the Corporation’s selection or application of accounting principles, the development, selection and disclosure of critical accounting estimates and principles and the use thereof, and analyses of the effect of alternative assumptions, estimates, principles or generally accepted accounting principles (“GAAP”) methods on the Corporation’s financial statements;

Discuss with management and the independent auditors the effect of accounting initiatives and off-balance sheet transactions on the corporation’s financial statements, conditions or results and any necessary disclosures related thereto;

Discuss with management the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation’s risk assessment and risk management policies;

Ensure that the Corporation’s independent auditors report to the Committee all of the Corporation’s critical accounting policies and procedures and alternative accounting treatments of financial information within GAAP that have been discussed with management, including the ramifications of the use of such alternative treatments and disclosures and the treatment preferred by the independent auditors;

Ensure that the Corporation’s independent auditors share with the Committee all material written communication between the auditors and management;

Discuss with the Corporation’s independent auditors and management their assessments of the adequacy of the Corporation’s internal controls and disclosure controls and procedures;

Assess whether management is resolving any significant internal control weaknesses diligently;

Discuss with the Corporation’s independent auditors, internal auditors and management as appropriate any significant weaknesses or deficiencies that any of the foregoing have identified relating to financial reporting, internal controls or other related matters and their proposals for rectifying such weaknesses or deficiencies;

Monitor the Corporation’s progress in promptly addressing and correcting any significant identified weaknesses or deficiencies in financial reporting, internal controls or related matters;

Receive periodic reports from the independent auditors and appropriate officers of the corporation on significant accounting or reporting developments proposed by the Financial Accounting Standards Board or the SEC that may impact the Corporation; and

Receive periodic reports from independent auditors and appropriate officers of the Corporation on significant financial reporting, internal controls or other related matters of the Corporation's subsidiaries.