2003 Committee Charter : FBF
FLEETBOSTON FINANCIAL CORPORATION
Audit Committee Charter
The Audit Committee shall assist the Board of Directors with its oversight of (i) the integrity of the
Corporation's financial statements, (ii) the Corporation's compliance with legal and regulatory
requirements, (iii) the independent auditor's qualifications and independence, and (iv) the performance of
the Corporation's internal audit function and independent auditors.
The Audit Committee shall be directly responsible for the appointment, compensation and oversight of
the work of the independent auditor (including the resolution of disagreements between management and
the independent auditor regarding financial reporting) in connection with the preparation or issuance of
any independent audit report or related work.
The Audit Committee shall be appointed by a resolution passed by a majority of the Board of Directors.
A minimum of three members of the Board shall be selected to serve on the Audit Committee. The
Committee shall satisfy the independence and experience requirements established by the Securities and
Exchange Commission (SEC) and the New York Stock Exchange (NYSE). At least one member of the
Committee shall qualify as a "financial expert" within the meaning of the definition set forth in rules of
DUTIES AND RESPONSIBILITIES
In carrying out its purposes, the Committee shall have the following duties, responsibilities and authority.
with the SEC, including the annual financial statements and disclosures contained therein, as well as
any certification, report, opinion or review rendered by management or the independent auditor in
connection with the foregoing.
Q, including the financial statements and disclosures contained therein, as well as any certification,
report, opinion or review rendered by management or the independent auditor in connection with the
preparation and certification of the foregoing.
annual proxy statement.
financial nature, discuss with the independent auditor its views or judgments on the integrity of such
statements and reports, and resolve any disputes between management and the independent auditor
that may have arisen in connection with the preparation of such statements and reports.
guidance provided to analysts and rating agencies.
connection with any periodic reports filed by the Corporation with the SEC and discuss with such
individuals significant deficiencies, if any, in the design or operation of the internal control system
and any fraud or potential fraud, if any, involving management or employees in connection with any
internal control function as required by the Sarbanes-Oxley Act of 2002.
The Independent Auditor
connection with the preparation and issuance of any audit report or related work. The independent
auditor shall report directly to the Audit Committee.
independent auditor as the Committee deems necessary or appropriate.
interest that may exist between management and the independent auditor by obtaining a written
statement from the independent auditor and management of all relationships with, and services
provided to, the Corporation by the independent auditor and/or its affiliates (including discussing
such relationships with the independent auditor and taking actions where needed).
improper influence was exerted on the conduct of the audit by directors, management or employees of
independent auditor including, without limitation, the independent auditor's observations on internal
control matters, management letters and schedule of unadjusted differences, if any, or any other audit
problems or difficulties as well as management's response.
by law or as otherwise appropriate.
independent auditor's internal control procedures, (ii) any material issues concerning the independent
auditor's internal control matters raised in the most recent independent peer review report, and (iii)
issues concerning audits conducted by the independent auditor within the past five years raised by a
governmental or professional authority.
auditor that are not prohibited by law or regulation and ensure that the retention of such services are
properly disclosed by the Corporation. (The Committee may delegate pre-approval authority for any
non-audit services to one or more members of the Committee, provided that any pre-approval granted
by such member or members is reviewed by the Committee at its next scheduled meeting.)
that meet the de minimis exception under applicable law.
annually. The Chief Auditor shall report functionally to the Committee and administratively to the
Chief Risk Officer.
findings including the risk attributed to unresolved issues.
Financial Reporting Principles and Policies
policies, practices and procedures used by the Corporation.
GAAP that have been discussed with the management of the Corporation including the ramifications
of such alternative treatments and the proper disclosure thereof, as well as any treatment of such
financial information that may have been preferred by the independent auditors.
accounting principles, policies and practices used in the preparation of the Corporation's financial
statements when presented by the independent auditor, management, or otherwise.
Internal Controls and Procedures
the annual report to stockholders regarding the control environment of the Corporation, and (ii) the
reports required under the Federal Deposit Insurance Corporation Improvement Act of 1991.
Auditor, the adequacy of the Corporation's internal controls including the resolution of identified
material weaknesses and reportable conditions, if any.
which may be contained in the CEO/CFO certifications required by the Sarbanes-Oxley Act of 2002.
Compliance with Laws and Regulations
information as the Committee deems appropriate regarding the Corporation's program for complying
with laws and regulations.
addressed to the Board and monitor any needed corrective action; be primarily responsible for Board
level communication with regulatory agencies.
fiduciary activities and the effectiveness of its policies, practices and controls. The report shall
include a specific statement of the Committee's conclusion as to whether fiduciary activities are being
administered in accordance with law, 12 CFR 9 and sound fiduciary principles and be accompanied
by reports prepared by internal and/or external auditors.
responsible for coordinating and monitoring day-to-day compliance with the program.
treatment of complaints received by the Corporation from any source, either internally or externally,
in connection with any accounting, internal accounting controls, or auditing matters, and (ii) the
submission by employees of the Corporation, on a confidential and anonymous basis, of
communications involving any employee concerns regarding questionable accounting or auditing
may have a material impact on the Corporation's financial statements. Notwithstanding, the
Committee shall be informed of any significant litigation on a timely basis.
interruption in providing information, the impact of such disruption on the Corporation's operations,
and the methods employed to reduce or eliminate such risk and/or impact.
implementation, administration and effectiveness of the security program.
recommendations that the Committee deems appropriate.
law, as the Committee or the Board deems necessary or appropriate.
DELEGATION TO SUBCOMMITTEE
The Committee may, in its discretion, delegate any portion of its duties and responsibilities to a
subcommittee of the Committee or a member of the Committee as permitted by law or the rules of the
RESOURCES AND AUTHORITY
The Committee shall also have the authority to direct an investigation into any matter related to the
Corporation's business and affairs. The Committee may also retain without approval from the Board or
management its own outside counsel and any other advisors that the Committee deems necessary in
connection with carrying out its duties. This does not preclude advice from internal counsel or the
Corporation's outside counsel. The Committee shall determine, in its sole discretion, the level of funding
to compensate the independent auditor and any counsel or advisor employed by the Committee and the
Corporation shall be obligated to make such funding available.