2003 Committee Charter : BWC
CHARTER - AUDIT COMMITTEE
The Committee assists the Board in overseeing (i) the integrity of the Company's
financial statements; (ii) all material aspects of the Company's reporting, control, and
audit functions; (iii) the Company's compliance with legal and regulatory requirements;
(iv) the qualifications and independence of the independent auditors and the Company's
outside internal auditors; and (v) the performance of the Company's internal audit
function and independent auditors. The Committee also coordinates with other Board
Committees and maintains working relationships with management, the independent
auditors, counsel, and other Committee advisors.
The Board, on the recommendation of the Governance and Nominating Committee, shall
appoint the Committee. The Committee shall consist of at least three directors, each of
whom shall meet the requirements of the New York Stock Exchange and the rules and
regulations of the Securities and Exchange Commission.
The Committee shall fulfill its responsibilities within the context of the following
! Communications – To strengthen the Committee's knowledge of relevant current and
prospective business issues, the Chairperson and others on the Committee shall have
contact throughout the year with senior management, other Committee Chairpersons,
the independent auditors and other Committee advisors.
! Annual Plan - The Committee, with input from management and other key
Committee advisors, shall develop an annual plan responsive to the "Primary
Committee Responsibilities" detailed below.
! Meeting Agenda – The Chairperson, with input from other Committee members, shall
develop Committee meeting agendas. The Chairperson may ask management, key
Committee advisors, and others to participate in this process.
! Committee Expectations and Information Needs - The Committee shall communicate
its expectations and the nature, timing, and extent of its information needs to
management and external parties, including the independent auditors.
discretion, shall have the right to retain its own legal, accounting and other advisors.
The Committee shall have authority and appropriate funding for the retention of such
! Committee Meetings and Attendees – The Committee schedules quarterly meetings
and, when necessary, additional meetings. To carry out its responsibilities, the
Committee will request members of management, counsel, and the independent
auditors, as applicable, to participate in Committee meetings. Periodically and at
least annually, the Committee will meet in private session with only Committee
members. The Committee also shall meet separately with management, with internal
auditors (or those with responsibility for the internal audit function), and with the
independent auditors. It shall be understood that the independent auditors, counsel, or
members of management may, at any time, request a meeting with the Committee or
Chairperson with or without management.
Relationship with Independent Auditors
! The Committee shall have a clear understanding with management and the
independent auditors that the independent auditors report directly to the Committee,
as the representative of the Board and shareholders, and that the independent auditors
are ultimately accountable to the Board and the Committee. The Committee shall
have the sole authority and responsibility to hire, evaluate and, when deemed
necessary or advisable, replace the independent auditors. The Committee shall
directly oversee the work of the independent auditors. The Committee shall
determine the appropriate compensation for the independent auditors and shall be
responsible for resolving disagreements between management and the independent
auditors regarding financial reporting. Annually, the Committee shall review and
select the Company's independent auditors.
! The Committee shall discuss with the independent auditors the overall scope and
plans for its external audit, including the adequacy of staffing and compensation. The
Committee shall meet separately with the independent auditors, with and without
management present, to discuss the results of their examinations.
! The Committee shall review with the independent auditors their assessment of the
quality, not just the acceptability, of the Company's significant accounting principles
and underlying estimates as applied in its financial reporting, and any important
changes in accounting principles and the application thereof in both interim and
annual financial reports. As part of such review, the Committee shall review all
critical accounting policies and practices used; all alternative treatments of financial
information within generally accepted accounting principles that have been discussed
with management, ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent auditors; and other
material written communications between the independent auditors and management,
such as management letters or schedule of unadjusted differences.
! The Committee shall pre-approve all auditing services and permitted non-audit
services (including the fees and terms thereof) to be performed for the Company by
the independent auditors, subject to the de minimis exception for non-audit services
described in the Securities Exchange Act of 1934 ("Exchange Act"), which are
approved by the Committee prior to completion of the audit. As part of assessing
whether to approve any non-audit services, the Committee will consider whether the
non-audit services are compatible with the independence of the independent auditors.
! The audit partner of the independent auditors (having primary responsibility for the
audit of the Company) will not continue in such role beyond five consecutive years.
The independent auditors shall inform the Committee of any illegal act of which they
auditor's review, the Committee shall discuss the Company's business risk
management process, including insurance coverage and the scope thereof, and the
adequacy of the Company's overall control environment and controls in selected
areas representing significant financial and business risks.
! Annual and Quarterly Reports and Other Major Regulatory Filings – The Committee
shall discuss the annual financial statements with management and the independent
auditors, including the Company's disclosures under "Management's Discussion and
Analysis of Financial Condition and Results of Operations" ("MD&A"). The
Chairperson or other Committee member shall discuss quarterly the Company's Form
10-Qs, including financial statements and MD&A, with management and the
independent auditors. The Committee also shall discuss other information that the
Committee deems necessary in advance of filings or disclosures and shall recommend
to the Board whether the audited financial statements should be included in the
Company's Form 10-K pursuant to the Exchange Act regulations.
! Earnings Press Releases – The Committee shall discuss with management and the
independent auditors earnings press releases and other material, non-routine public
disclosures, as well as financial information and earnings guidance provided to
analysts and rating agencies. Particular attention should be given to the quality and
integrity of the results, including discussing the adequacy of reserves and accruals.
The Committee also shall determine that the independent auditors are satisfied with
the quarterly results and the disclosure and content of the proposed press release.
! Internal Controls and Regulatory Compliance – In reliance on management's
representations and the independent auditor's review, the Committee shall
periodically review and assess the Company's system of internal controls for
detecting accounting and reporting financial errors, fraud and defalcations, legal
violations, noncompliance with the Company's code of ethical conduct, and
significant conflicts of interest and related-party transactions.
! Internal Audit Responsibilities – The Committee shall review and assess (i) the
annual internal audit plan and the process used to develop the plan; (ii) the status of
activities, significant findings, recommendations, and management's response; and
(iii) the internal audit performance and changes in internal audit leadership or key
! Independent Auditor Report on Internal Quality Controls – At least annually, the
Committee shall obtain and review a report of the independent auditors describing: (i)
the firm's internal quality control procedures; and (ii) 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 past
five years, respecting one or more independent audits of the firm, and any steps taken
to deal with any such issues.
! Regulatory Examinations – The Committee shall review and assess any SEC inquiries
and the results of examinations by other regulatory authorities in terms of important
findings, recommendations, and management's response.
! Independence of Auditors – The Committee shall review and assess the auditor's
independence, the matters included in the written disclosures required by the
Independence Standards Board, the overall scope and focus of the annual audit and
the scope and level of involvement with unaudited quarterly or other periodic
information. The Committee will take appropriate action in response to such review
and assessment to satisfy itself of the independence of the independent auditors.
! Financial Reporting and Controls – The Committee shall review and assess any
financial statement issues and risks that may have a material impact or effect on
reported financial information, the processes used by management to address such
matters, related auditor views, and the basis for audit conclusions. In connection
therewith, the Committee shall review the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards). The Committee shall review
material conclusions on audit work in advance of the public release of financials.
! Auditor Recommendations and Audit Problems and Management's Response – The
Committee shall review and assess important independent auditor's and internal
auditor's recommendations or audit problems or difficulties with respect to financial
reporting, controls, other matters, and management's response with respect to such
matters. In connection therewith, the Committee shall consider the views of
management and auditors on the overall quality of annual financial reporting.
! Complaint Procedures – The Committee shall establish procedures for addressing, on
a confidential basis, complaints received by the Company regarding accounting,
internal controls or other matters, and the confidential, anonymous submission by
employees of concerns regarding questionable accounting or auditing matters.
! CEO and CFO Certifications – The Committee shall review and assess any
disclosures made to the Committee by the Company's CEO and CFO during their
certification process for the Form 10-K and Form 10-Q regarding any significant
deficiency in the design or operation of internal controls or material weaknesses
therein, any fraud involving management or other employees who have a significant
role in the Company's disclosure controls, or other matters.
! Hiring Policies – The Committee shall oversee that the Company will not engage an
accounting firm to conduct audit services if the Company's CEO, controller, or CFO
was employed by the accounting firm and participated in the audit of the Company
during the one-year period prior to the date of the initiation of the audit.
! Reporting to the Board of Directors – The Committee shall report to the full Board
after Committee meetings.
! Proxy Statement Report – The Committee shall prepare the report that the SEC rules
require be included in the Company's annual proxy statement.
! Evaluation – The Committee shall conduct a self-performance evaluation annually.
Limitation of Audit Committee's Role
While the Committee has the responsibilities and powers noted above, it is not the duty of
the Committee to plan or conduct audits or to determine that the Company's financial
statements are complete and accurate and are in accordance with generally accepted
accounting principles. Such matters are the responsibility of management and the
independent auditors. Nor is it the duty of the Committee to conduct investigations or to
assure compliance with laws, regulations and the Company's code of ethical conduct.
The Committee will annually review and reevaluate the adequacy of its Charter. Where
appropriate, the Committee will revise the Charter and seek the review and approval of
the Board for such revisions.