DENTSPLY INTERNATIONAL INC.
AUDIT & INFORMATION TECHNOLOGY COMMITTEE
The primary function of the Audit & Information Technology Committee
("Committee") is to assist the Board of Directors ("Board") in fulfilling its
oversight responsibilities related to corporate accounting, financial reporting
practices, quality and integrity of financial reports as well as legal
compliance, business ethics and review of information technology matters. It
shall be the policy of the Committee to maintain free and open communication
between the Board, the independent registered public accounting firm, the
internal auditors and the management of the company.
1.MEMBERS -- The Committee shall be composed of directors who are independent,
as defined by the Securities and Exchange Commission and NASDAQ, of the
management of the Company and are free of any relationship that, in the
opinion of the Board, would interfere with their exercise of independent
judgement as a committee member. Committee members shall be nominated by the
Board, and the Committee shall be composed of not less than three independent
Directors who meet the NASDAQ requirements regarding financial knowledge,
experience and expertise.
2.MEETINGS -- The Committee will meet on a regular basis and special meetings
will be called as circumstances require. The Committee will meet privately
from time to time with representatives of the Company's independent registered
public accounting firm, the internal auditor and management. Written minutes
will be kept for all meetings.
3.FUNDING -- The Committee shall receive sufficient funding to carry out its
functions, including the hiring of outside advisors as deemed appropriate by
1.INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM -- The Committee shall have
responsibility for the appointment, compensation, retention and oversight of
the independent registered public accounting firm. These responsibilities
shall include, but not be limited to, the following: (a) Advise the Board
annually of the firm retained by the Committee to be the Company's independent
registered public accounting firm; (b) Instruct the independent registered
public accounting firm that they are ultimately responsible to the Board and
the Committee; (c) Receive from the independent registered public accounting
firm a formal written statement delineating all relationships between the
independent registered public accounting firm and the Company, confirming
their objectivity and independence, including in regard to scope of services;
and (d) Receive direct reports from the independent registered public
accounting firm regarding their audit activities and findings.
2.AUDIT PLANS & RESULTS -- Review and approve the plans, scope, fees and results
for the annual audit and the internal audits with the independent registered
public accounting firm and the internal auditors. Inquire of management and
the independent registered public accounting firm if any significant financial
reporting issues arose during the current audit and, if so, how they were
resolved. Discuss and resolve any significant issues raised by the independent
registered public accounting firm in their Letter of Recommendations to
Management regarding internal control weaknesses and process improvements.
Review the extent of all services and fees to be performed for the Company by
its independent registered public accounting firm and approve all engagements
of the independent registered public accounting firm for services, including
specifically all non-audit related services. The approval of non-audit
services may be provided by the Chair of the Committee, provided that such
approval shall be reviewed at the next immediate meeting of the Committee and
subject to ratification by the Committee.
3.ACCOUNTING PRINCIPLES AND DISCLOSURES -- Review significant developments in
accounting rules and recommended changes in the Company's methods of
accounting or financial statements. The Committee also shall review with the
independent registered public accounting firm the quality and acceptability of
the application of the Company's accounting principles to the Company's
financial reporting, including any significant proposed changes in accounting
principles and financial statements.
4.INTERNAL ACCOUNTING CONTROLS -- Consult with the independent registered public
accounting firm regarding the adequacy of internal accounting controls.
Inquire as to the adequacy of the Company's accounting, financial, and
auditing personnel resources. As appropriate, consultation with the
independent registered public accounting firm regarding internal controls
should be conducted out of management's presence.
5.INTERNAL CONTROL SYSTEMS -- Review with management and internal auditors the
Company's internal control systems intended to ensure the reliability of
financial reporting and compliance with applicable codes of conduct, laws, and
regulations. Reports on internal audit projects with management responses
shall be available for Committee review. Special presentations may be
requested of Company personnel responsible for such areas as legal, human
resources, information technology, environmental, risk management, tax
compliance and others as considered appropriate.
6.INFORMATION TECHNOLOGY -- Review information technology plans with respect to
corporate goals, industry trends, and competitive advantages. Review and
assess the security of computer systems and applications and contingency plans
for computer system breakdowns, particularly with respect to the processing of
7.COMPLAINT HANDLING -- Review and approve the procedures established for the
receipt, retention and treatment of complaints received by the Company
regarding accounting, internal controls or auditing matters.
8.OUTSIDE ADVISORS -- The Committee shall directly engage independent advisors
when deemed appropriate by the Committee.
In carrying out its responsibilities, the Committee shall remain flexible in its
policies and procedures in order that it can best react to changing conditions
and environment and to assure to the directors and shareholders that the
corporate accounting and reporting practices of the Company are in accordance
with all requirements and are of the highest quality.