ALBEMARLE CORPORATION
Audit Committee Charter

  1. Introduction and Purpose
    1. The Audit Committee is a committee of Albemarle’s Board of Directors. Its primary function is to assist the Board of Directors in its oversight of:
      1. the reliability and integrity of the company’s financial statements;
      2. the effective management of the company’s financial risks;
      3. the company’s compliance with laws and regulations;
      4. the independent auditor’s qualifications and independence; and
      5. the performance of the independent auditor and internal audit function.
    2. The Audit Committee shall prepare a report each year for inclusion in the company’s proxy statement
  2. Responsibilities
    1. Selection and Retention of Independent Auditor

The Audit Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of the independent auditor (subject to shareholder ratification at the annual shareholder meeting).

The Audit Committee shall have sole authority to approve all audit and permissible non-audit engagements with the independent auditor, including fees and terms, in accordance with its established policies and procedures.

The independent auditor must report directly to the Audit Committee and shall be accountable to the Board of Directors through the Audit Committee.

    1. The Reliability and Integrity of the Company’s Financial Statements

      The Audit Committee shall:
      1. review and discuss with management and the independent auditor major issues regarding accounting principles and financial statement presentation;
      2. review and discuss major issues as to the adequacy of the company’s internal control over financial reporting and any special audit steps adopted regarding remediation of control deficiencies;
      3. review and discuss analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of financial statements, including analyses of the effects of alternative GAAP methods on the financial statements;
      4. consider and approve, when appropriate, any significant changes in the company’s accounting and auditing policies;
      5. review and discuss any accounting and financial reporting proposals that may have a significant impact on the company’s financial reports;
      6. review and discuss with management and the independent auditor the company’s annual and quarterly financial statements and drafts of the company’s Annual Report on Form 10-K and Quarterly Reports on Form 10-Q including the company’s disclosure under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;”
      7. conduct discussions as contemplated by the American Institute of Certified Public Accountants (“AICPA”) in Statement on Auditing Standards No. 100;
      8. discuss with the independent auditor and management business, financial or legal issues that may significantly impact the company’s financial statements and internal control over financial reporting;
      9. satisfy itself as regards the integrity and prudence of the company’s internal control systems, including periodic review of policies and/or practices;
      10. review the company’s accounting policies and practices in the light of the requirements of the Financial Accounting Standards Board (“FASB”), the SEC, the Public Company Accounting Oversight Board (“PCAOB”) and the AICPA;
      11. discuss with management the type of information to be disclosed in earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies, giving attention to any use of “pro forma”, “adjusted” or “non-GAAP financial measures” or information;
      12. discuss with management and the independent auditor the effect of regulatory and accounting initiatives, as well as off-balance sheet structures on the company’s financial statements; and
      13. perform or undertake on behalf of the Board any such other tasks or actions as the Board may from time to time authorize.

 

    1. Effective Management of the Company’s Risks

      The Audit Committee shall:
      1. be aware of the current areas of greatest risk to the company and shall discuss policies and guidelines to govern the integrated risk management process by which management is effectively assessing and managing those risks;
      2. satisfy itself that effective systems of accounting and internal control over financial reporting are established and maintained to manage financial risk; and
      3. inform the Board of Directors of any matters that have come to its attention that may significantly impact the financial condition or affairs of the company, and help assess the related risks and planned actions to manage those risks.

 

    1. The Company’s Compliance with Laws and Regulations

      The Audit Committee shall establish 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.

        The General Counsel and management shall periodically report to the Committee regarding:
      1. any significant changes in the various rules, regulations and laws which relate generally to the company’s business operations and the company’s compliance with such rules, regulations and laws; and
      2. developments in the law relating to the responsibilities and liabilities of Directors.

 

    1. The Independent Auditor’s Qualifications and Independence

      The Audit Committee shall:
      1. obtain and review, at least annually, a report by the independent auditor:
        1. describing the firm’s internal quality control procedures;
        2. identifying 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 by the firm, and any steps taken to deal with any such issues; and
        3. delineating all relationships between the independent auditor and the company, including audit and non-audit assignments and any fees and other compensation paid to the independent auditor;

 

      1. evaluate the qualifications, experience, performance and independence of the senior members of the independent auditor team, including that of the independent auditor’s lead and concurring partners, taking into consideration the opinions of management and the internal auditors and present its conclusions with respect to such evaluations to the Board of Directors;
      2. assure the regular rotation of the lead and concurring audit partners as required by law, and consider whether there should be regular rotation of the independent auditing firm itself;
      3. consider whether the independent auditor’s performance of permissible non-audit services is compatible with the auditor’s independence; and
      4. set clear hiring policies with respect to any current or former employees of the independent auditor.

 

    1. The Performance of the Company’s Independent Auditor and Internal Audit Function

      The Audit Committee shall:
      1. with respect to each fiscal year:
        1. meet with the independent auditor, the internal auditors and the senior management to review the scope, fees, staffing, timing, and methodology of the proposed audits for such fiscal year; and
        2. discuss with the independent auditor the internal audit department’s responsibilities, budget and staffing, and any recommended changes in the planned scope of the internal audit;

 

      1. review with the company’s independent auditor any significant difficulties encountered during the course of the audit, including:
        1. any significant disagreements with management;
        2. any restrictions on the scope of work or access to required information;
        3. any accounting adjustments that were noted or proposed by the auditor but were “passed” (as immaterial or otherwise);
        4. any “management” or “internal control” letters issued, or proposed to be issued, by the audit firm to the company; and
        5. any discussions with the independent auditor’s national office respecting auditing or accounting issues presented by the engagement; and
      2. receive regular reports from the independent auditor and the internal auditors on the underlying process and status of their audits and any findings or preliminary conclusions that have been reached.

 

  1. Composition of the Audit Committee

    The Audit Committee shall be composed of at least three directors, each of whom shall be financially literate, as such qualification is interpreted by the Board of Directors in its business judgment (or, if any new member of the Committee at the time of his or her appointment is not then financially literate, such member shall become so within a reasonable period of time thereafter).  In addition, at least one member of the Committee, preferably the Chairman of the Committee, shall have accounting or related financial management expertise, as such qualification is interpreted by the Board of Directors in its business judgment.  Furthermore, the composition of the Committee shall satisfy the independence requirements of the SEC and the NYSE, all as determined by the Board of Directors.  Director retainer and meeting fees shall be the only compensation that Committee members may receive from the company.  No member of the Committee may own directly or indirectly more than twenty percent of the company’s common stock.  No member of the Audit Committee may serve on the audit committee of more than three public companies.

 

  1. Administration of the Committee

    Regular meetings of the Audit Committee shall be held at least four times per year.  The Audit Committee shall meet separately, as often as may be deemed necessary or appropriate in its judgment with the company’s management, internal auditors and independent auditor.  Special meetings of the Audit Committee may be convened by the Chairman or a majority of the Committee members.  The internal auditors or the independent auditor may request a meeting if they consider that one is necessary.  The Audit Committee may form subcommittees and delegate authority to subcommittees when appropriate.

    The Audit Committee shall have the authority, to the extent it deems necessary or appropriate, to retain special legal, accounting or other consultants to advise the Committee.  The Audit Committee shall have the authority to retain and compensate such advisors without seeking further approval and shall receive appropriate funding, as determined by the Audit Committee, from the company to compensate such advisors and the independent auditor and for payment of ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.  The Audit Committee shall have the authority to conduct or authorize investigations into any matters within its scope of responsibilities and shall have the authority to retain outside advisors to assist the Committee in the conduct of any investigation.
    1. Board Reporting

      The Chairman of the Audit Committee shall report the results of each Audit Committee meeting at the next regular meeting of the Board of Directors, and shall review with the Board of Directors any issues that arise with respect to the items listed in I.A.1 through I.A.5 above.
    2. Other Matters

      Each year the Chairman of the Committee shall discuss the Committee’s performance with each Committee member, following which discussions the Chairman shall lead the Committee in a review of its performance.  The annual evaluation shall include a review of the Committee’s charter.

      The Committee shall cause to be provided to the NYSE appropriate written confirmation of any of the foregoing matters as the NYSE may from time to time require.