2004 Committee Charter : BOKFCharter
This charter governs the operations of the Risk Oversight and Audit Committee
(the Committee) of BOK Financial Corporation (the Company). The Committee shall
discuss and review and reassess the charter at least annually and shall submit
proposed changes to the board of directors for approval.
The Committee shall be appointed by the board of directors and shall be
comprised of at least three directors, each of whom are independent of
management and the Company . Members shall serve annual terms and shall elect
the Chairman of the Committee. The board of directors may at any time, and in
its sole discretion, replace a Committee member. Each member of the Committee
shall meet the independence and experience requirements of the NASDAQ Stock
Market (NASDAQ), the Securities Exchange Act of 1934 (the Exchange Act) and the
rules and regulations of the Securities and Exchange Commission (SEC). At least
one member shall have the accounting or related financial management expertise
necessary to be designated the "audit committee financial expert" as defined by
the SEC and shall be so designated by the board of directors.
The Committee shall meet as often as it determines, but not less frequently than
quarterly. The Committee shall meet periodically with management, the internal
auditors and the independent auditor in separate executive sessions. The
Committee shall maintain minutes and other relevant documentation of all its
meetings. A simple majority of the members of the Committee shall form a quorum
STATEMENT OF POLICY
The Committee shall provide assistance to the board of directors in fulfilling
their oversight responsibility to the shareholders, potential shareholders, the
investment community and others relating to the Company's financial statements
and the financial reporting process, the systems of internal accounting and
financial controls, the risk management function, the loan review function, the
appraisal review function, the internal audit function, the annual independent
audit of the Company's financial statements, and the legal compliance and ethics
programs as established by management and the board. In so doing, it is the
responsibility of the Committee to maintain free and open communication between
the Committee, independent auditors, the internal auditors, risk management,
loan review, appraisal review, compliance and management of the Company. In
discharging its oversight role, the Committee is empowered to investigate any
matter brought to its attention with full access to all books, records,
facilities, and personnel of the Company. The Committee shall have the authority
to engage, without approval from the board of directors, independent legal,
accounting, and other advisors as it deems necessary to carry out its duties.
The Company shall provide appropriate funding, as determined by the Committee,
to compensate the independent auditor, outside legal counsel, or any other
advisors employed by the Committee, and to pay ordinary Committee administrative
expenses that are necessary and appropriate in carrying out its duties.
RESPONSIBILITIES AND PROCESSES
Management is responsible for preparing the Company's financial
statements, and the independent auditors are responsible for auditing those
financial statements and for reviewing the Company's unaudited interim financial
statements. One of the responsibilities of the Committee is to oversee the
Company's financial reporting process on behalf of the board and report the
results of their activities to the board. The Committee in carrying out its
responsibilities believes its policies and procedures should remain flexible, in
order to best react to changing conditions and circumstances. It is also the
responsibility of the Committee to oversee the Company's risk management, loan
review, appraisal review, and compliance processes. In fulfilling their
responsibilities hereunder, it is recognized that members of the Committee are
not full-time employees of the Company and are not, and do not represent
themselves to be, accountants or auditors by profession or experts in the fields
of accounting or auditing. As such, it is not the duty or responsibility of the
Committee or its members to conduct "field work" or other types of auditing or
accounting reviews or procedures. In performing the duties of a director, a
director shall be entitled to rely on information, opinions, reports, or statements, including financial
statements and other financial data in each case, prepared or presented by:
1. one or more officers or employees of this Company whom the
director believes to be reliable and competent as to the
matters presented; and,
2. counsel, independent accountants, or other persons, within or
without the Company, as to matters which the director believes
to be within such person's professional or expert competence.
The following shall be the principal recurring processes of the
Committee in carrying out its oversight responsibilities. The processes are set
forth as a guide with the understanding that the Committee may supplement them
o The Committee shall be directly responsible 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. The 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 proscribed by law or regulation. The Committee may delegate
pre-approval authority to the Chairman of the Committee. The decisions of
the Chairman must be presented to the full Committee at its next scheduled
meeting. At least annually, the Committee shall obtain and review a report
by the independent auditors describing:
o The Company's internal quality control procedures.
o Any material issue raised by the most recent internal quality
control review, or peer review, of the Company, or by any
inquiry or investigation by governmental or professional
authorities, within the preceding five years, respecting one
or more independent audits carried out by the firm, and any
steps taken to deal with any such issues.
o All relationships between the independent auditors and the
Company (to assess the auditor's independence).
o In addition, the Committee shall require that the hiring of employees or
former employees of the independent auditors meet the SEC regulations and
the NASD listing standards and shall assure the regular rotation of the
lead audit partner as required by Section 10(A)(j) of the Exchange Act.
o The Committee shall receive regular reports from the independent auditor on
the critical policies and practices of the Company, and all alternative
treatments of financial information within generally accepted accounting
principles that have been discussed with management. The Committee shall
review management's assertion of the effectiveness of internal controls as
of the end of the most recent fiscal year and the independent auditors'
reports on management's assertion.
o The Committee shall discuss with the independent auditors and then disclose
the matters required to be discussed and disclosed by SAS 61, including any
difficulties the independent auditors encountered in the course of the
audit work, any restrictions on the scope of the independent auditors'
activities or on access to requested information, and any significant
disagreements with management. The Committee shall ascertain annually from
the independent auditors whether the Company has issues under Section
10A(b) of the Exchange Act.
o The Committee shall discuss with the internal auditors, risk management,
loan review, appraisal review, compliance and the independent auditors the
overall scope and plans for their respective work. Also, the Committee
shall discuss with management, risk management, loan review, appraisal
review, compliance, the internal auditors, and the independent auditors the
adequacy and effectiveness of the accounting and financial controls,
including the Company's system to monitor and manage business risk, and
legal and ethical compliance programs.
o The Committee or its designate shall discuss and review the interim
financial statements with management and the independent auditors prior to
the filing of the Company's Quarterly Report on Form 10-Q. Also, the
Committee shall discuss the results of the quarterly review and any other
matters required to be communicated to the Committee by the independent
auditors under auditing standards generally accepted in the United States.
The chair of the Committee may represent the entire Committee for the
purposes of this review. Additionally, the chair of the Committee will
represent the entire Committee for the purpose of discussing and reviewing
the Company's "earnings release" information with the independent auditors,
internal auditor, and management prior to the actual release of earnings to
the public. The Chair shall report such matters to the full Committee at
the next meeting.
o The Committee shall discuss and review with management and the independent
auditors the financial statements to be included in the Company's Annual
Report on Form 10-K (or the annual report to shareholders if distributed
prior to the filing of Form 10-K), including their judgment about the
quality, not just acceptability, of accounting principles, the
reasonableness of significant judgments, and the clarity of the disclosures
in the financial statements. Also, the Committee shall discuss the results
of the annual audit and any other matters communicated to the Committee by
the independent auditors under auditing standards generally accepted in the
o The Committee shall establish procedures for the receipt, retention, and
treatment of complaints received by the issuer regarding accounting,
internal accounting controls, or auditing matters, and the confidential,
anonymous submission by employees of the issuer of concerns regarding
questionable accounting or auditing matters.
o The Committee shall review and approve all related party transactions. The
Committee shall receive corporate attorney's reports of evidence of a
material violation of securities laws or breaches of fiduciary duty.
o The Committee also prepares its report to be included in the Company's
annual proxy statement, as required by SEC regulations.
o The Committee shall oversee the Company's risk management and compliance
processes. This shall include the review and approval of significant risk
policy limits and related exceptions. The Committee shall discuss and
review the reports of examination by regulators and the related management
responses. In addition, the Committee shall discuss and review and approve
significant Capital Markets policies, including Municipal Securities
Rulemaking Board (MSRB) and Government Securities Act (GSA) policies.
o The Committee shall oversee the internal loan review function and discuss
and review all internal loan review reports. In addition, the Committee
shall oversee the internal real estate appraisal review function and
discuss and review summary reports and reports of any "internally adjusted