(as adopted December 15, 2004)

I. PURPOSE. The Audit Committee (the "Committee") of the Board of Directors (the "Board") of International Flavors & Fragrances Inc. (the "Corporation") assists the Board in fulfilling its oversight responsibilities. The Audit Committee oversees and reviews the financial reporting process and the integrity of the Corporation's financial statements and related financial information, the Corporation's internal control environment, systems and performance, the audit process of the independent accountant and the internal auditor, the qualifications, independence and performance of the independent accountant and the internal auditor, and the procedures for monitoring compliance with laws and regulations and with the Corporation's Code of Business Conduct and Ethics (the "Code"). In performing its duties, the Committee maintains effective working relationships with the Board, management and the Corporation's independent accountant and internal auditors.

The Committee serves in an oversight capacity and is not part of the Corporation's operational or managerial decision-making process. The Corporation's management is responsible for preparing the Corporation's financial statements and the independent accountant is responsible for auditing the financial statements. Additionally, the Committee recognizes that the Corporation's financial management, including the internal auditors, and the independent accountant have more time, knowledge and detailed information concerning the Corporation than Committee members. As a result, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the Corporation's financial statements or any certification as to the work of the independent accountant.

II. MEMBERSHIP. The Committee is comprised of at least three members, including a Chairperson, all of whom are selected by, and who serve at the pleasure of, the Board. All members of the Committee must be "independent directors," meaning directors who are independent of management of the Corporation, who are free from any relationship that, in the opinion of the Board, would interfere with the exercise of independent judgment as Committee members, and who otherwise satisfy the "independence" requirements of the United States Securities and Exchange Commission ("SEC") and the New York Stock Exchange ("NYSE"), or any other exchange on which shares of the common stock of the Corporation are listed. No member of the Audit Committee is permitted to receive any consulting, advisory or other compensation payments directly or indirectly from the Corporation, other than the compensation received for service as a director and as a member of any committee of the Board. All members of the Committee must be financially literate (as determined by the Board in its business judgment) or must become financially literate within a reasonable period of time after appointment to the Committee. At least one member of the Committee must have in the Board’s judgment such accounting or related financial management expertise as to satisfy NYSE requirements and qualify as an "audit committee financial expert" in accordance with applicable SEC rules. In addition, no person may be a member of the Committee if his or her service on the Committee would violate any restriction on service imposed by any SEC or NYSE rule or standard.

Additionally, if a Committee member simultaneously serves on the audit committee of more than three public companies, then the Board shall determine whether or not such simultaneous service would impair the ability of such member to effectively serve on the Committee, and the Corporation will disclose such determination in the annual proxy statement.

III. MEETINGS. The Committee meets seven or more times each year as circumstances warrant. The Committee may ask members of management, the Corporation's independent accountant and/or internal auditors, or others whose advice and counsel are relevant to the issues then being considered by the Committee, to attend any meetings and to provide such pertinent information as the Committee may request, in either open or executive session. The Committee keeps written minutes of its meetings. The Committee may, when appropriate, delegate authority to one or more of its members or to one or more subcommittees of its members.

IV. COMMITTEE RESPONSIBILITIES. The Committee has the following responsibilities:


a. To appoint on behalf of the Corporation the independent accountant to conduct an annual audit and interim reviews of the financial statements of the Corporation as well as an annual audit of the Corporation’s internal control over financial reporting integrated with such audit of the financial statements of the Corporation, and to assure that the independent accountant is ultimately accountable and reports directly to the Committee; to oversee the services of the independent accountant; to establish the terms of the retention of the independent accountant, including all fees and other payments to the independent accountant, all of which shall be funded by the Corporation; to resolve any disagreements between management and the independent accountant concerning financial reporting; to establish policies and procedures for the pre-approval by the Committee of all audit and non-audit services to be provided by the independent accountant, consistent with rules of the SEC and NYSE, and designed to assure the continued independence of the independent accountant; to evaluate the qualifications, performance and independence of the independent accountant, including a review and evaluation of the lead partner; to ensure the regular rotation of the lead audit partner and the concurring audit partner, as required, and to periodically consider, in order to assure continuing independence, rotation of the independent accountant; to present annually to the Board the Committee’s conclusions concerning the independence of the independent accountant; and, where appropriate, to discharge the independent accountant.

b. To review the scope and plans for the independent accountant's annual audit and quarterly reviews.

c. To require the independent accountant to submit to the Committee at least annually a formal written statement delineating all relationships between the independent accountant and the Corporation, including but not limited to non-audit services provided by the independent accountant and related fees; to discuss with the independent accountant all such relationships and, based on such written statement and discussions, to review and assess the independence of the independent accountant in accordance with the requirements of the SEC and the NYSE; and, where appropriate, take action in response to the independent accountant's statement to enable the Committee to satisfy itself of the independent accountant's independence.

d. To obtain from the independent accountant at least annually, and review, (a) a report by the independent accountant describing the independent accountant’s internal quality-control procedures and any material issues raised by the most recent internal quality-control review, or review by the Public Company Accounting Oversight Board “PCAOB”, of the independent accountant, or by an inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent accountant, and any steps taken to deal with any such issues; and (b) other required reports from the independent accountant.


a. To review and concur in the appointment or replacement and oversee the evaluation and compensation of the Corporation's Director of Internal Audit in order to ensure the independence of the internal audit function.

b. To consider at least annually, in consultation with the independent accountant, the Director of Internal Audit, and financial management of the Corporation, the audit program and projects, plan, staffing and budget of the internal auditors.

c. To receive and review periodic reports of the results of and follow-ups to internal audits.


a. To discuss with financial management and with the independent accountant any significant financial reporting issues and judgments made in connection with the preparation of the Corporation's financial statements, including any significant changes in the Corporation's selection or application of accounting principles; the effect of regulatory or accounting initiatives; the development, selection and disclosure of critical accounting policies and the effect of alternative assumptions, estimates or generally accepted accounting principles ("GAAP") and methods on the Corporation's financial statements; and all material written communications between the independent accountant and management.

b. To meet to review and discuss with the independent accountant and financial management of the Corporation at the conclusion of the year-end audit and each quarterly review and prior to finalizing and filing, each annual or interim report of the Corporation, including, as applicable:

i. the Corporation's annual and interim financial statements and related footnotes;

ii. disclosure under management’s discussion and analysis of financial condition and results of operations (“MD&A”);

iii. the independent accountant's audit or review of and report on such financial statements, including any significant accounting matters and findings and management's responses to them;

iv. any significant changes in the audit or review scope or plan from that previously presented to the Committee;

v. any significant transactions not a normal part of the Corporation's business and the manner in which they were accounted for in such financial statements;

vi. the independent accountant's qualitative judgments and recommendations about the appropriateness of the Corporation's accounting principles and practices, any proposed changes in such accounting principles and practices and the Corporation's implementation of previously recommended changes in accounting principles and practices;

vii. the independent accountant's communications with respect to any significant deficiencies or material weaknesses in the Corporation's internal controls (which, for purposes of this Charter, will include disclosure controls where appropriate);

viii. any lack of cooperation, disputes or disagreements with management, audit problems or other difficulties encountered by the independent accountant during the course of the audit or review, including any restrictions on the scope of its work or access to requested information, and management’s responses thereto;

ix. the process conducted by the Chief Executive Officer and Chief Financial Officer with respect to the certifications required to be filed by them with the SEC and NYSE; and

x. other matters related to the conduct of the audit of the annual financial statements or the review of the interim financial statements or the review and attestation concerning the Corporation’s internal control over financial reporting that are to be communicated to the Committee under generally accepted auditing standards ("GAAS") or the rules and standards of the PCAOB, the SEC and NYSE.

c. To recommend to the Board whether the audited financial statements are to be included in the annual report of the Corporation to be filed with the SEC.

d. To prepare the report required to be included in the Corporation's annual proxy statement disclosing whether the Committee has reviewed and discussed the audited financial statements with management and has discussed matters specified by GAAS and by SEC rules and regulations with the independent accountant, and has taken whatever action and prepared such other reports and letters as may be required from time to time by the SEC and/or the NYSE.

e. To review, together with counsel for the Corporation, legal and regulatory matters that may have a material effect on the Corporation's financial statements, accounting policies or compliance policies, including any correspondence or communications from or with regulators or governmental agencies.

f. To discuss with management the Corporation's earnings press releases, including the presentation of pro forma or other non-GAAP information, as well as the type of financial information or earnings guidance or type of presentation provided or to be provided to the public, the investment community or rating agencies.


a. To consider and review with the independent accountant, the Director of Internal Audit and the financial management of the Corporation the adequacy of the Corporation's internal controls, including computerized information system controls and security, and any related significant findings and recommendations by the independent accountant or the Director of Internal Audit, together with management's responses.

b. To review the annual internal control report of management as required by SEC rules promulgated under Section 404 of the Sarbanes-Oxley Act of 2002 and the attestation and report of the independent accountant as required in connection therewith, and management's quarterly and annual evaluations of and conclusions about the effectiveness of and changes to internal controls and procedures for financial reporting.

c. To establish, monitor and review procedures for (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters, and (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

d. To review the Corporation's program to monitor compliance with the Code, and to meet periodically with the Corporation's General Counsel, Chief Financial Officer and Director of Internal Audit to discuss compliance with the Code.

e. To review periodically the Corporation's Global Authorization Limits or comparable document relating to approval authority and to recommend to the Board appropriate changes thereto.

f. To review with the independent accountant, the Director of Internal Audit, and financial management, the adequacy and effectiveness of the systems of internal controls (including any significant deficiencies, material weaknesses and significant changes in internal controls reported to the Committee by the independent auditor or management), accounting practices, and disclosure controls and procedures (and management reports thereon).

g. To discuss with management the Corporation's major risk exposures and the guidelines or policies implemented by management to monitor and control such exposures, including the Corporation's financial risk assessment and financial risk management policies.

h. To establish with management hiring policies for employees or former employees of the independent accountant, consistent with the requirements of the SEC and/or the NYSE.

i. To review and, if appropriate, approve all material transactions with related parties.

j. To provide regular reports to the Board of Directors of the Corporation.

k. To review annually the Committee's own performance.

l. To review this Charter annually and update it when appropriate.


To meet periodically with the Director of Internal Audit, with the independent accountant, and with management, in separate executive sessions, to discuss matters then being considered by the Committee or that the Committee or any of these groups concludes should be discussed privately with the Committee.

V. INVESTIGATIONS AND STUDIES; FUNDING. The Committee may conduct or authorize investigations into or studies of matters within the Committee's scope of responsibilities as described above, and may retain, at the expense of the Corporation, independent counsel, accountants or other advisors or consultants, as the Committee considers necessary or appropriate to assist in any such investigation or study or otherwise in connection with the performance of its responsibilities. The Corporation will provide all funding necessary for the performance by the Committee of all matters within the scope of its responsibilities.