2003 Audit Charter: MEHMIDWEST EXPRESS HOLDINGS, INC.
AUDIT COMMITTEE CHARTER
Revised August 2002
The Audit Committee of the Board of Directors of Midwest Express Holdings,
Inc. (the "Committee") was created to exercise the powers of the Board in
connection with the Corporation's accounting and financial reporting practices
and to provide a channel of communication between the Board and the
Corporation's internal audit function and independent public accountants. The
fact that the Committee is governed by a charter will be disclosed annually in
the Corporation's proxy statement. In addition, at least once every three years
a copy of the charter should be included as an appendix to the proxy statement.
Composition and Membership Requirements
a) The Committee shall consist of at least three members from the Board of
Directors, all of whom have no relationship to the Corporation that may
interfere with the exercise of their independence from management and the
Corporation. All Committee members shall be independent as defined in the
listing standards of the NYSE, as well as in compliance with legal
requirements. The Corporation must explicitly disclose in its proxy
statement whether the Audit Committee members are independent.
b) Director's compensation must be the sole remuneration from the Corporation
to Committee members, as defined in the listing standards of the NYSE.
c) Committee members shall be financially literate or must become financially
literate (as such qualification is interpreted by the Board of Directors)
within a reasonable period of time after his or her appointment to the
d) At least one member of the Committee must have accounting or related
financial management expertise (as such qualification is interpreted by the
Board of Directors in accordance with SEC regulations).
e) The Committee or Board shall designate a member of the Committee to act as
The Committee shall have, without limitation by reason of enumeration, the power
and responsibility to:
a) Review and reassess the adequacy of this charter on an annual basis.
b) Select on an annual basis, evaluate and, where appropriate, replace a firm
of independent public accountants to serve as the independent auditing and
accounting firm for the Corporation and the other entities as to which the
Corporation has the power to select and engage auditors recognizing that
such firm is ultimately accountable to the Board of Directors and the
Committee. Such firm shall comply with applicable legal requirements in
regard to engagement staffing.
c) Review and authorize the scope of independent public accountants' annual
and interim examinations.
d) Review the reports and comments of the independent public accountants and
authorize the taking of any appropriate responsive actions. Such reports
shall include all communications required by law, including discussions of
critical accounting policies, alternative accounting treatments, material
correcting adjustments and any other material written communications
between the auditor and management. The Committee shall resolve any
disagreements between the independent public accountants and management, in
accordance with legal requirements.
e) Approve any other services to be performed by the independent public
accountants prior to the engagement of the accountants. Such engagements
will be disclosed by the Committee in accordance with legal requirements.
The independent public accountants will not be engaged to perform any
services for the Company that are prohibited by law.
f) Approve the audit fees and other fees payable to the independent public
accountants prior to the engagement of the accountants.
g) Retain special legal or accounting services or other consultants to advise
h) Request any officer or employee of the Corporation or the Corporation's
outside counsel or independent auditor to attend a meeting of the Committee
or to meet with any members of, or consultants to, the Committee.
i) Make regular reports to the Board of Directors.
j) Review policies in connection with the Corporation's procedures for
internal auditing, consider the adequacy of its systems of internal
controls and its accounting principles and policies, and review reports of
the internal audit staff.
k) Meet and consult with the Corporation's independent public accountants
and/or with internal auditors without management present if desired and
with the Corporation's financial and accounting personnel. In addition, the
Committee members will meet, without management present, in executive
session at least annually.
l) (1) Review and discuss the audited financial statements with management and
the independent auditors, ensuring these discussions include all
communications required by the Sarbanes-Oxley Act of 2002; (2) discuss with
the independent auditors the matters required to be discussed by Statement
on Auditing Standards (SAS) 61, Communication with Audit Committees; (3)
ensure that the Corporation's independent public accountants submit to the
Committee on a periodic basis, a formal written statement ((as required by
Independence Standards Board (ISB) Standard No. 1, Independence Discussions
with Audit Committees)), delineating all relationships between such firm
and the Corporation, actively engage in a dialogue with such firm with
respect to any disclosed relationships or services that may impact the
objectivity and independence of the firm, and recommend that the Board of
Directors take appropriate action in response to the firm's report to
satisfy itself of the firm's independence; and (4) determine whether to
recommend to the Board of Directors that the audited financial statements
be included in the Annual Report on Form 10-K.
m) Provide a report in the Corporation's proxy statement as required by the
rules of the Securities and Exchange Commission.
n) Approve conflict of interest transactions in accordance with, and pursuant
to, the Corporation's By-Laws.
o) Review to the extent it deems appropriate any significant issues concerning
litigation, contingent liabilities, tax matters and insurance matters
relating to the Corporation.
p) Review information systems of the Corporation.
q) Investigate any potential illegal acts that come to the Committee's
attention that could in its view have a material effect on the
Corporation's financial statements and take any action, or recommend to the
Board any action, with respect thereto.
r) Investigate any matter or take any action, or recommend to the Board any
action, that the Committee considers appropriate, including without
limitation in response to the reports and comments of both the independent
public accountants and internal audit staff.
While the Committee has the responsibilities and powers set forth above, it is
not the duty of the Committee to plan or conduct audits, and the Committee is
not responsible for the preparation, content, integrity or objectivity of the
Corporation's financial statements. Further, it is not the duty of the Committee
to assure compliance with laws and regulations or the Corporation's rules,
policies and procedures, or except as provided above, to conduct investigations.