2004 Committee Charter : ABFSI. PURPOSE
The purpose of the Audit Committee of Arkansas Best Corporation is to
assist the Board of Directors by fulfilling oversight responsibilities relating
to: the integrity of financial reports and related financial information
provided by the Company to the public and the Securities and Exchange Commission
(SEC); the Company's systems of internal controls regarding finance, accounting
and compliance with policies, including ethics policies, that management and the
Board have established; the performance of Company's internal audit function and
the accounting and financial reporting functions generally. Included in the
Audit Committee's responsibilities are the appointment, compensation and
retention of the independent auditors, including the independent auditor's
qualifications and independence. The function of the Audit Committee is
oversight in accordance with the responsibilities and powers set forth in this
Charter, and management and the independent auditors for the Company are
accountable to the Audit Committee. Management of the Company, not the Audit
Committee, is responsible for the preparation, presentation and integrity of the
Company's financial statements. Management is responsible for maintaining
appropriate accounting and financial reporting principles and policies and
internal controls, including disclosure controls, and procedures designed to
assure compliance with accounting standards and applicable laws and regulations.
The independent auditors, not the Audit Committee, are responsible for planning
and carrying out a proper audit of the Company's annual financial statements,
reviews of the Company's quarterly financial statements prior to the filing of
each quarterly report on Form 10-Q, and other procedures. In fulfilling their
responsibilities hereunder, it is recognized that members of the Audit Committee
are not full-time employees of the Company and, although they meet the
applicable membership requirements set forth below, are not, and do not
represent themselves to be, accountants or auditors by profession or experts in
the fields of accounting or auditing, including in respect of auditor
independence. As such, it is not the duty or responsibility of the Audit
Committee or its members to conduct "field work" or other types of auditing or
accounting reviews or procedures or to set auditor independence standards, and
each member of the Audit Committee shall be entitled to rely on (i) the
integrity of those persons and organizations within and outside the Company from
which it receives information and (ii) the accuracy of the financial and other
information provided to the Audit Committee by persons or organizations absent
actual knowledge to the contrary (which shall be promptly reported to the
The Audit Committee's primary duties and responsibilities are to:
o Oversee the accounting and financial reporting processes of
the Company and the audits of the Company's financial
o Be directly responsible and have sole authority for the
appointment and termination, compensation and oversight of
the work of the independent auditors, including resolution
of disagreements between management and the auditor
regarding financial reporting.
o Pre-approve all audit and non-audit services provided by
the independent auditors.
o Set clear hiring policies for employees or former employees
of the independent auditors that meet the SEC Regulations
and the Rules issued by the exchange on which the Company's
stock is listed.
o Serve as an independent and objective party to monitor the
integrity of the Corporation's financial reporting and
internal control system.
o Review and appraise the audit efforts of the Corporation's
independent auditors and internal auditing department.
o Provide an open avenue of communication among the
independent auditors, financial and senior management, the
internal auditing department, and the Board of Directors.
o Establish procedures for the receipt, retention and
treatment of complaints received by the Corporation
regarding accounting, internal accounting controls or
auditing matters and the confidential, anonymous submission
by employees of the Corporation of concerns regarding
questionable accounting or auditing matters.
o Receive the Corporation's General Counsel's reports of
evidence of a material violation of securities laws or
breaches of fiduciary duty.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV. of this Charter. The Audit
Committee shall have the authority to take any and all actions that it deems
necessary to carry out its functions.
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors, and free
from any relationship including the acceptance of consulting, advisory or other
compensatory fee from the Company, other than in the members capacity as a
member of the Board or the Audit Committee. Determination of independence shall
be based on the definition of "Independent director" contained in the Rules
issued by the exchange on which the Company's stock is listed and the SEC's
regulations. All members of the Committee shall meet the applicable requirements
under SEC regulations and of the Rules issued by the exchange on which the
Company's stock is listed. Additionally, at least one member of the Committee
shall, based on the determination of the Board, qualify as an "audit committee
financial expert" as defined by SEC regulations and as meet the related
experience requirements of the Rules issued by the exchange on which the
Company's stock is listed.
An audit committee financial expert shall not be deemed an "expert" for
any purpose, including for purposes of Section 11 of the Securities Act of 1933.
The designation of an Audit Committee member as an audit committee financial
expert does not impose any duties, obligations or liability on the audit
committee financial expert that are greater than those imposed on other Audit
Committee members, nor does it affect the duties, obligations or liability of
any other Audit Committee member.
The members of the Committee shall be appointed by the Board. Unless a
Chair is appointed by the full Board, the members of the Committee may designate
a Chair by majority vote of the full Committee membership.
The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. As part of its job to foster open
communication, the Committee should meet at least annually with management, the
chief internal auditor and the independent auditors in separate executive
sessions to discuss any matters that the Committee or each of these groups
believe should be discussed privately. In addition, the Committee or at least
its Chair should meet (either in person or by telephone) with the independent
auditors, the chief internal auditor and management on a quarterly basis
consistent with IV.4. below.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
1. Review this Charter periodically, at least annually, and update as
2. Review the Company's Annual Report on Form 10-K and related financial
information and disclosures included in Management's Discussion and
Analysis of Financial Condition and Results of Operations to be
submitted to the Securities and Exchange Commission, including any
certification, report, opinion, or review rendered by the independent
auditors, and any changes in accounting principles or the application
thereof. The Audit Committee shall review any matters required to be
communicated to the Audit Committee by the independent auditors under
generally accepted auditing standards.
3. Review quarterly reports prepared by the internal auditing department
regarding results of internal audit activities and recommendations
resulting therefrom, and management's response.
4. Review with financial management, the chief internal auditor and the
independent auditors the results of internal audit activities and the
independent auditors' review of the financial statements for each
quarter prior to the filing of Form 10-Q. This requirement will be
satisfied if such review takes place prior to the public release of
quarterly and/or year-end financial results. The Chair of the Committee
may represent the entire Committee for purposes of this review. The
Audit Committee shall review any matters required to be communicated to
the Audit Committee by the independent auditors under generally
accepted auditing standards.
5. Annually prepare a report to shareholders as required by the SEC for
inclusion in the Company's annual proxy statement.
6. On an annual basis, the Committee should review and discuss with the
auditors all significant relationships the auditors have with the
Company to determine the auditors' independence. The annual
independence review should include a review of all non-audit services
for nature of services and effect on independence; a review of any and
all relationships between members of the audit firm and employees of
the Company; the obtaining of a formal written statement from the
auditors as to their compliance with SEC and professional guidelines
relating to independence; and a discussion with the auditors regarding
the audit firm's own internal controls over monitoring independence.
7. Review the performance of the independent auditors. Annually, clarify
with the independent auditors that they report directly to the Audit
Committee, in its capacity as a committee of the Board of Directors,
and that the Audit Committee is directly responsible and has the sole
authority for the appointment, compensation, retention and oversight of
the auditor including resolution of disagreements between management
and the auditor regarding financial reporting and that the Audit
Committee has ultimate authority to approve all audit engagement fees
and terms. The Company shall provide for appropriate funding, as
determined by the Audit Committee, for payment of compensation to the
8. Review and discuss with the independent auditors the scope of the
annual audit with particular attention to changes in audit scope and
the reasons for such changes.
9. The Audit Committee shall pre-approve all audit and non-audit services
provided by the independent auditors and shall not engage the
independent auditors to perform the specific non-audit services
prohibited by law or regulation. The Audit Committee may delegate
pre-approval authority to a member of the Audit Committee. The
decisions of any Audit Committee member to whom pre-approval authority
is delegated must be presented to the full Audit Committee at its next
10. Consult with the independent auditors, outside the presence of
management, regarding internal controls and the completeness and
accuracy of the organization's financial statements and related
11. Review with the independent auditors, and the chief internal auditor
and financial and accounting personnel the adequacy and effectiveness
of the accounting, financial and disclosure controls of the Company,
including controls over data processing activities and functions. The
Audit Committee will review with the independent auditors, the chief
internal auditor, financial and accounting personnel and the General
Counsel policies and procedures to assess, monitor and manage legal and
ethical compliance programs (e.g. the Corporation's Code of Business
Conduct and Ethics). The Audit Committee shall, as a part of these
reviews, elicit any recommendations for the improvement of internal
control procedures or particular areas where new or more detailed
controls or procedures are desirable.
12. Review management's assertion of the effectiveness of internal controls
as of the end of the most recent fiscal year and the independent
auditor's report on management's assertion.
13. Make inquiry of the independent auditors as to their view of the
quality and appropriateness of the Company's accounting principles
applied in its accounting, financial reporting and related disclosures.
14. Seek and obtain regular, timely communication from the independent
auditor about the critical accounting estimates, policies and practices
of the Company, and all alternative treatments of financial information
within generally accepted accounting principles that have been
discussed with management, including the ramifications of the use of
such alternative treatments and the treatment preferred by the auditor.
15. The Audit Committee shall obtain from the independent auditor any
material written communications with management including the
management representation letter, the engagement letter, the
independence letter, reports and recommendations on internal control, a
summary of audit differences and any other relevant communications that
relate to the audit, internal controls or financial statement amounts
16. Establish quarterly reporting to the Audit Committee by each of
management and the independent auditors regarding any significant
judgments made in management's preparation of the financial statements
and the view of each as to appropriateness of such judgments.
17. Following completion of the annual audit, review separately with each
of management, the independent auditors and the chief internal auditor
any significant difficulties encountered during the course of the
audit, including any changes in the audit scope or restrictions on the
scope of work or access to required information.
18. Review the activities, organizational structure, charter, objectivity,
and qualifications of the internal audit department.
19. Review, with the organization's counsel, any legal matter that could
have a significant impact on the organization's financial statements
and, any reports of evidence of a material violation of securities laws
or breaches of fiduciary duty.
20. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and the confidential anonymous
submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.
21. Have the authority to engage independent counsel and other advisors, as
it determines necessary to carry out its duties with appropriate
funding, as determined by the Audit Committee, provided by the Company.
22. Review and approve any "related party transaction". For purposes of
this review, "related party transaction" is defined as any related
party transaction required to be disclosed pursuant to SEC Regulation
S-K, Item 404.
23. Perform any other activities consistent with this Charter, the
Company's By-laws and governing law, as the Committee or the Board
deems necessary or appropriate.
Revised as of October 22, 2003