Oxford Industries, Inc.

Audit Committee Charter

 

PURPOSE

The purpose of the Audit Committee is to assist the Company’s Board of Directors in fulfilling its oversight responsibilities with respect to (i) the integrity of the Company’s financial statements, reporting processes and systems of internal controls, (ii) the Company’s compliance with applicable laws and regulations, (iii) the qualifications and independence of the Company’s independent auditors and (iv) the performance of the Company’s internal audit department and its independent auditors.  The Committee shall also serve as an open avenue of communication among Company management, the independent auditors, the internal audit department and the Board of Directors.

 

COMPOSITION

The Committee shall be appointed by and shall report to the Board of Directors. The Committee shall consist of three or more members, as determined by the Board of Directors, each of whom shall satisfy New York Stock Exchange listing standards and federal laws and regulations regarding audit committee members, as such listing standards, laws and regulations become applicable to the Company. No member shall serve on the audit committee of more than two other public companies. Committee members shall receive no compensation from the Company other than director fees. Each Committee member shall be financially literate, and at least one member of the Committee shall have accounting or financial management expertise, all as determined by the Board of Directors. If the Board of Directors does not designate a Committee Chair or if the Chair is not present, the members of the Committee may designate a Chair by majority vote of the Committee membership. The Committee may form one or more subcommittees, and delegate authority to those subcommittees, as it deems appropriate. The Committee Chair shall have the authority to act on behalf of the full Committee.

 

MEETINGS

The Committee shall meet at least quarterly and shall determine whether circumstances dictate additional meetings.  Meetings shall be at such times and places as the Committee shall determine, and may take place in person, by teleconference or by videoconference as the Committee deems appropriate.  A majority of the members of the Committee shall constitute a quorum.  Any action that may be taken by the Committee at a meeting of its members may also be taken by unanimous written consent of the members.

At least twice per year, the Committee shall hold a private session with the independent auditors and, if the Committee desires, one or more representatives of the Company's internal audit department.  Other than employees of the internal audit department, no employee of the Company shall be present at such private session.  

 

AUTHORITY AND RESPONSIBILITIES

The Committee shall have the authority to conduct or authorize any investigation appropriate to fulfilling the responsibilities set forth in this Charter and shall have direct access to the Company’s independent auditors, the Director of the Company’s internal audit department and other members of Company management.  The Committee shall have the authority to retain, at the Company’s expense, any outside legal, accounting or other advisors that it deems necessary or helpful to the performance of its responsibilities.  The Company shall provide appropriate funding for the Committee for (i) payment of compensation to any independent auditors or advisors retained by the Committee and (ii) any ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Committee’s authority and responsibilities shall also include the following:

                Review Procedures 

1.      Review and assess the adequacy of this Charter at least annually.  Recommend any proposed changes to the Board of Directors for approval.  Have the Charter published in the proxy statement in accordance with SEC requirements. 

2.      Review the Company’s annual audited financial statements and quarterly financial statements, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” with management and the independent auditors prior to filing or distribution. 

The review shall include discussion with Company management and the independent auditors of (i) significant issues regarding accounting principals and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principals, and significant issues as to the adequacy of the Company’s internal controls and any special audit steps adopted in light of material control deficiencies, (ii) analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements, (iii) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company, and (iv) the type and presentation of information to be included in earnings press releases (paying particular attention to any use or “pro forma” or “adjusted” non-GAAP information).   

3.      Review and discuss with management the Company’s policies and procedure with respect to earnings releases, financial information and earnings guidance provided to analysts and rating agencies. 

4.      In consultation with Company management, the independent auditors and the internal audit department, help to ensure the integrity of the Company’s financial reporting processes and controls. 

5.      Review and discuss with management, the Company’s internal auditors and the Company’s independent auditors the Company’s policies with respect to risk assessment and risk management. 

6.      Meet separately, periodically, with management, with the Director of the Internal Audit Department and with the independent auditors.

 

Independent Auditors 

1.      Appoint, retain, compensate, evaluate and terminate the Company’s independent auditors, subject to shareholder ratification.  Discuss with the independent auditors the overall scope of and plans for the audit and the adequacy of staffing and compensation.  Approve in advance all engagement fees and terms for audit and non-audit services by the independent auditors.  Have the independent auditors report directly to the Committee.  Be directly responsible for the oversight of the independent auditors, including resolution of disagreements between management and the independent auditors.  

2.      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 quality-control review, or peer review, of the independent auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the independent auditors, and any steps taken to deal with any such issues. 

3.      On an annual basis (i) ensure that the independent auditors submit to the Committee a formal written statement detailing all relationships between the auditors and the Company, (ii) discuss with the independent auditors any disclosed relationships or services that may impact the auditors’ objectivity and independence and (iii) recommend that the Board take appropriate action in response to the auditors’ report to satisfy itself of the auditors’ independence.  

4.      Review the qualifications, independence and performance of the independent auditors and annually, or earlier if warranted, recommend to the Board of Directors the appointment and/or discharge of the independent auditors. 

5.      Review with the independent auditors any audit problems or difficulties and management’s response.

  

Internal Audit Department 

1.      Review the appointment, performance and replacement of the Director of the internal audit department, with such Director to be ultimately responsible to the Committee and the Board of Directors. 

2.      At least annually review and approve the internal audit department’s work schedule, staffing plan and financial budget. 

3.      Review the internal audit department’s report on the status of work conditions (as related to health and safety) at Company locations and contractor facilities annually. 

4.      Review with the director of the internal audit department significant audit findings and recommendations.

 

Other Responsibilities 

1.      Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters.  Establish procedures for the receipt, retention and treatment of confidential, anonymous submissions by Company employees of concerns regarding questionable accounting or auditing matters.  

2.      Annually prepare a report to shareholders for inclusion in the Company’s proxy statement as required by the SEC. 

3.      Set clear hiring policies with regard to employees and employees of the Company’s independent auditors. 

4.      Annually evaluate the Committee’s own performance. 

5.      Perform any other activities consistent with this Charter and governing law that the Committee or Board of Directors deems necessary or appropriate. 

6.      Maintain minutes of meetings and periodically report to the Board of Directors on significant results of the foregoing activities.  Review with the Board of Directors any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditors, or the performance of the internal audit function. 

The Committee is responsible for the duties set forth in this Charter but is not responsible for either the preparation of the Company’s financial statements or the auditing of those financial statements.  Company management has the responsibility of preparing the financial statements and implementing internal controls, and the independent auditors have the responsibility of auditing the financial statements and monitoring the effectiveness of the internal controls.  The review of the financial statements by the Committee is not intended to be of the same quality as the audit performed by the independent auditors.  In carrying out its responsibilities, the Committee believes its policies and procedures should remain flexible so that it can best react to a changing environment.