Charter: Finance and Audit Committee
The Finance and Audit Committee assists the Board of Trustees in discharging its oversight responsibilities relating to:
- the accounting, financial reporting, and financial practices of APH, including the integrity of all APH financial statements;
- the surveillance of administrative and financial controls, the system of internal controls over financial reporting, and APH’s process for monitoring compliance with legal and regulatory requirements; and
- the outside auditor’s qualifications, independence, and ongoing performance.
The Finance and Audit Committee has authority to conduct or authorize investigations into any matters within its scope of responsibility. It is specifically empowered to:
- retain outside counsel, accountants, experts, and other advisors, as it determines appropriate, to assist the Finance and Audit Committee in the performance of its functions, and to assist in the conduct of an investigation;
- seek any information it requires from employees or external parties; and
- meet with company officers, external auditors, or outside counsel, as necessary.
The Board will appoint a Finance and Audit Committee consisting of at least five Board members and will designate one member as chairperson. Each member of the Finance and Audit Committee must have significant experience in financial matters, as determined in the Board’s judgment.
The Finance and Audit Committee will meet as often as it deems necessary or appropriate, and will report to the full Board with respect to its meetings. The Committee will discuss overall risk-related matters on an annual basis, at a minimum. The Committee will meet periodically with appropriate representatives of management and the outside auditor. A majority of the members of the Committee shall constitute a quorum.
The Finance and Audit Committee will carry out the following responsibilities:
- Review and recommend the selection of APH’s independent auditors to the Board on a biennial basis.
- Oversee the independence of the selected auditors, including receipt of a formal written statement from each delineating all relationships between the auditors and APH. The Committee should actively engage in a dialogue with the auditors with respect to any disclosed relationships or services that may impact their objectivity and independence.
- Meet with the independent auditors and financial management of APH to review the scope and plan of the proposed audit for the current year. At the conclusion of the audit, review significant findings and any comments or recommendations of the independent auditors, including the status of previous audit recommendations, together with management’s responses.
- Review with the independent auditors and financial management the adequacy and effectiveness of the accounting and financial controls of APH, and elicit any recommendations for the improvement of such internal control procedures or areas where new or more detailed controls or procedures are desirable.
- Meet with the independent auditors and management to discuss any matters that the Committee or these groups believe should be discussed privately with the Finance and Audit Committee.
- Review the operating budget annually and make a recommendation to the Board regarding its adoption.
- Review APH’s financial statements quarterly.
- Provide a summary of meetings of the Financial and Audit Committee to the Board of Trustees.
- Review and assess the adequacy of this Charter as appropriate.