2003 Audit Charter: CDTAudit Committee Charter
The Audit Committee is appointed by the Board of Directors of Cable Design Technologies Corporation (the "Company") upon the recommendation of the nominating and corporate governance committee and may be removed by the board of directors at its discretion. The purpose of the committee shall be to assist the board in its oversight of the integrity of the financial statements of the company, of the company's compliance with legal and regulatory requirements, of the independence and qualifications of the independent auditor, and of the performance of the company's internal audit function and independent auditors.
Audit Committee members shall be appointed by the Board and shall meet the independence standard proposed or adopted (as applicable) by the New York Stock Exchange. The Audit Committee shall be comprised of three or more directors, as determined by the Board. All members shall have sufficient financial experience and ability to enable them to discharge their responsibilities and at least one member shall be a financial expert.
The Audit Committee shall meet with such frequency as the Audit Committee determines necessary or appropriate.
AUTHORITY AND RESPONSIBILITIES The Audit Committee shall have the following authority and responsibilities:
To discuss with management and the independent auditor the annual audited financial statements and quarterly financial statements, including matters required to be reviewed under applicable legal, regulatory or New York Stock Exchange requirements and disclosures under "MD&A."
To discuss with management and the independent auditor, as appropriate, earnings press releases and financial information and earnings guidance provided to analysts and to rating agencies.
To recommend, for shareholder approval, the independent auditor to examine the company's accounts, controls and financial statements. The committee shall have the sole authority and responsibility to select, evaluate and if necessary replace the independent auditor. The committee shall have the sole authority to approve all audit engagement fees and terms and the committee, or a member of the committee, must pre-approve any non-audit service provided to the company by the company's independent auditor.
To discuss with management and the independent auditor, as appropriate, any audit problems or difficulties and management's response, and the company's risk assessment and risk management policies, including the company's major financial risk exposure and steps taken by management to monitor and mitigate such exposure.
To review the company's financial reporting and accounting standards and principles, significant changes in such standards or principles or in their application and the key accounting decisions affecting the company's financial statements, including alternatives to, and the rationale for, the decisions made.
To review and approve the internal corporate audit staff functions, including: (i) purpose, authority and organizational reporting lines; (ii) annual audit plan, budget and staffing; and (iii) concurrence in the appointment and compensation.
To review, with management or such others as the committee deems appropriate, the company's internal system of audit and financial controls and the results of internal audits.
Beginning with Fiscal Year 2004, to obtain and review at least annually a formal written report from the independent auditor delineating: the auditing firm's internal quality-control procedures; any material issues raised within the preceding five years by the auditing firm's internal quality-control reviews, by peer reviews of the firm, or by any governmental or other inquiry or investigation relating to any audit conducted by the firm. The committee will also review steps taken by the auditing firm to address any findings in any of the foregoing reviews. Also, in order to assess auditor independence, the committee will review at least annually all relationships between the independent auditor and the company.
To prepare an annual committee report for the company's proxy statement.
To set policies for the hiring of employees or former employees of the company's independent auditor.
To set policies for the receipt, retention and treatment of complaints from employees on accounting, internal accounting controls or auditing matters, as well as for confidential, anonymous submissions by employees of concerns regarding questionable accounting or auditing matters.
To review and investigate any matters pertaining to the integrity of management, including conflicts of interest, or adherence to standards of business conduct as required in the policies of the company. In connection with these reviews, the committee will meet, as deemed appropriate, with the general counsel and other company officers or employees.
The committee shall meet separately on a periodic basis with management, personnel responsible for the internal audit function and the company's independent auditors.
The committee shall have the sole authority to delegate any of its responsibilities to subcommittees as the committee may deem appropriate in its sole discretion.
The committee shall have authority to retain such legal, accounting or other consultants or experts as the committee may deem appropriate in its sole discretion. The committee shall have sole authority to approve related fees and retention terms.
The committee shall report its recommendations to the board after each committee meeting and shall conduct and present to the board an annual performance evaluation of the committee. The committee shall review at least annually the adequacy of this charter and recommend any proposed changes to the board for approval.
Adopted June 9, 2002 (replaces prior Audit Committee Charter)