Charter governs the operations of the Audit Committee (the “Committee”)
of International Speedway Corporation (the “Company”) was first adopted
by the Board of Directors (the “Board”) with an effective date of May
15, 2000. The Committee shall review and reassess the Charter at least
annually and obtain the approval of the Board for any changes. The
Committee shall be appointed by the Board and shall comprise at least
three directors, each of whom are independent of management and the
Company as defined by applicable SEC regulations and stock exchange
listing standards. Members of the Committee shall be considered
independent if they have no relationship that may interfere with the
exercise of their independence from management and the Company and
shall not receive remuneration from the Company other than compensation
for their services as a director and committee member. All Committee
members shall be financially literate (or shall become financially
literate within a reasonable period of time after appointment to the
Committee), and at least one member shall be a “financial expert”, as
defined by applicable SEC regulations and stock exchange listing standards.
Audit Committee shall provide assistance to the Board in fulfilling its
oversight responsibility to the shareholders, potential shareholders,
the investment community, and others relating to the integrity of the
Company's financial statements, the financial reporting process, the
systems of internal accounting and financial controls, performance of
the Company’s internal audit function and independent auditors or
registered accounting firm (“independent auditor”), the independent
auditor’s qualifications and independence and the annual independent
audit of the Company's financial statements. In so doing, it is the
responsibility of the Committee to maintain free and open communication
between the Committee, independent auditors, the internal auditors 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 and the power to retain independent counsel,
or other experts funded by the Company for this purpose. Further, the
Committee is empowered to establish a charter for the internal audit
function. The Director of Internal Audit shall report administratively
to the Chief Financial Officer of the Company and functionally to the
Committee and Board.
primary responsibility of the Audit 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. While the Audit Committee
has the responsibilities and powers set forth in this Charter, it is
not the duty of the Audit Committee to plan or conduct audits to
determine the Company’s financial statements are complete and accurate
and are in accordance with generally accepted accounting principles.
Management is responsible for the preparation, presentation, and
integrity of the Company's financial statements and for the
appropriateness of the accounting principles and the reporting policies
that are used by the Company. The independent auditors are responsible
for auditing the Company’s financial statements and reviewing the
Company’s unaudited interim financial statements. 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. The Committee should take the appropriate actions to
set the overall corporate "tone" for quality financial
reporting, sound business risk practices and ethical behavior.
The following shall be the principal recurring processes of the Audit
Committee in carrying out its oversight responsibilities. The processes
are set forth as a guide with the understanding that the Committee may
supplement them as appropriate.
• 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 prohibited by law or
regulation. The Committee may delegate pre-approval authority to a
member of the audit committee. The decisions of any Audit Committee
member to whom pre-approval authority is delegated must be presented to
the full Audit Committee at is next scheduled meeting.
• At least annually the Committee shall obtain and review a report by
the independent auditors describing the firm’s internal quality control
procedures; any material issues raised by the most recent internal
quality control review, or peer review, of the firm, or by any inquiry
or investigation by government 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 and;
all relationships between the independent auditor and the Company to
assess the auditor’s independence.
Committee shall set clear hiring policies for employees or former
employees of the independent auditors that shall meet the SEC
regulations and stock exchange listing standards.
Committee shall discuss with the internal auditors and the independent
auditors the overall scope and plans for their respective audits,
including the adequacy of staffing and compensation. Also, the
Committee shall discuss with management, the internal auditors and the
independent auditors the adequacy and effectiveness of the accounting
and financial controls, including policies and procedures to assess,
monitor, and manage business risk.
Committee shall meet separately periodically with management, the
internal auditors, and the independent auditors to discuss issues and
concerns warranting committee attention. The Committee shall provide
sufficient opportunity for the internal auditors and the independent
auditors to meet privately with the members of the Committee. The
Committee shall review with the independent auditor any audit problems
or difficulties and management’s response.
Committee shall receive regular reports from the independent auditor on
the critical accounting policies and practices of the Company, and all
alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
Committee shall oversee the establishment of and compliance with the
Company’s code of ethics for senior executive and financial officers in
accordance with SEC regulations and stock exchange listing standards.
Committee shall review and approve all related party transactions as
required by SEC regulations and stock exchange listing standards.
Committee shall review management’s assertion on its assessment of the
effectiveness of internal controls as of the end of the most recent
fiscal year and the independent auditor’s report on management’s assertion.
Committee shall review the Company’s earnings press releases prior to
Committee shall review the interim financial statements and disclosures
under Management’s Discussion and Analysis of Financial Condition and
Results of Operations 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 generally accepted auditing standards.
The chair of the Committee may represent the entire Committee for the
purposes of this review.
Committee shall review with management and the independent auditors the
financial statements and disclosures under Management’s Discussion and
Analysis of Financial Condition and Results of Operations 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 required to be communicated to
the Committee by the independent auditors under generally accepted
Committee shall establish procedures for the receipt, retention, and
treatment of complaints received by the Company regarding accounting,
internal accounting controls, or auditing matters, and the
confidential, anonymous submission by employees of the Company of
concerns regarding questionable accounting or auditing matters.
• The Committee shall receive corporate attorney’s reports of evidence
of a material violation of securities laws or breaches of fiduciary
• The Committee shall prepare a report to be included in the Company’s
annual Information Statement to Shareholders as required by SEC
• The Committee shall perform an evaluation of its performance at least
annually to determine whether it is functioning effectively.