Oxford Industries, Inc.
Audit Committee Charter
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.
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.
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.
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:
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
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.
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”
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.
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
5. Review with the independent auditors any audit problems or difficulties and management’s response.
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.
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
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.