PPL $30.06 
Corporate Governance
Marketing and Generating Energy
Organizational Chart
Our History
Our Management Team
About
ppl corporation > about > corporate governance > board committees > audit committee

Audit Committee Charter

Revised July 23, 2004

Primary Function

The primary function of the Audit Committee is to assist PPL Corporation’s Board of Directors in the oversight of: (i) the integrity of the financial statements of PPL Corporation and its subsidiaries (collectively, the "Company"); (ii) the Company's compliance with legal and regulatory requirements; (iii) the independent auditor's qualifications and independence; and (iv) the performance of the Company's independent auditor and internal audit function. Additionally, the Audit Committee is responsible for the Report of the Audit Committee required to be included in the Company's annual proxy statement.


Membership

The Audit Committee shall consist of at least three directors. The members of the Audit Committee shall be non-employees of the Company and shall not have any relationship with the Company that may interfere with the exercise of their independence from management and the Company and shall otherwise satisfy the applicable membership and independence requirements of the New York Stock Exchange and any applicable requirements of the Securities and Exchange Commission.


Meetings

The Audit Committee shall hold a minimum of four regular meetings each year and at such other times as it may deem necessary or appropriate.


Responsibilities

The principal duties and responsibilities of the Audit Committee of the Board of Directors are to:

  1. Review the performance and audit results of the independent auditor. The independent auditor is ultimately accountable to the Audit Committee which has the sole authority to select, evaluate and replace the independent auditor, and to approve all audit engagement fees and terms. The Audit Committee is also responsible for preapproving all audit and non-audit services to be provided by the independent auditor, as well as any significant non-audit relationship with the independent auditor.

  2. Require that the independent auditor submits to the Audit Committee on a periodic basis a formal written statement delineating all relationships between the independent auditor and the Company, consistent with Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees.” Additionally, the Audit Committee shall obtain and review, at least annually, a report by the independent auditor describing: the independent auditor's internal quality-control procedures; any material issues raised by the most recent internal quality-control review, or peer review, of the independent auditor, 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 auditor, and any steps taken to deal with any such issues.

  3. Engage the independent auditor in a dialogue with the Audit Committee with respect to any disclosed relationships, services or fees that may impact the objectivity and independence of the independent auditor and take appropriate action in response to such information to satisfy itself of the auditor’s independence. The Audit Committee may rely on the accuracy and completeness of the information provided by the independent auditor as to the services provided and fees paid and may rely on the representations of management in connection with the Audit Committee's consideration of the auditor's independence.

  4. Review and discuss the annual audited financial statements and quarterly financial statements with management, the independent auditor, and internal auditor, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the judgments and acceptability of the application of accounting principles, unusual transactions, and the impact of proposed accounting rules, including a discussion of the matters required to be discussed by Statement on Auditing Standards No. 61, "Communication with Audit Committees." Additionally, the Audit Committee shall review and discuss earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies.

  5. Review and determine if a material charge for impairment to one or more of the Company's assets is required under generally accepted accounting principles.

  6. Evaluate the overall adequacy and effectiveness of the Company’s system of internal controls and processes by reviewing audit plans and audit results with the independent auditor and the internal auditor. This includes reviewing the results of management’s assessment of internal controls relating to the adequacy and effectiveness of financial reporting.

  7. Review and evaluate the Company’s process for identifying, assessing and managing business risks and exposures, and discuss related guidelines and policies.

  8. Review with the independent auditor the scope of the audit and plan for the independent auditor’s annual audit prior to its implementation and review with the independent auditor any audit problems or difficulties and management's response.

  9. Review the Company’s program for compliance with applicable laws, regulations and standards of integrity.

  10. Review the process and procedures established to raise concerns confidentially regarding accounting and auditing matters. The established procedures relate to the receipt, retention and disposition of complaints received by the Company regarding accounting, internal accounting controls and auditing matters.

  11. Investigate instances of deviation from established codes of conduct or procedures that may affect the propriety and accuracy of the books and records of the Company.

  12. Obtain advice and assistance from independent counsel, accounting, or other advisors as the Audit Committee determines is necessary to carry out its duties, at the expense of the Company.

  13. Review the charter, audit strategy, audit plan, audit results, audit operations, and the overall effectiveness of the internal audit function.

  14. Concur in the appointment or removal by management of the Director-Corporate Audit Services and establish hiring policies for employees or former employees of the independent auditor.

  15. Meet separately with management, the independent auditor and the internal auditor on a periodic basis.

  16. Review the process that the Company has in place to satisfy applicable Securities and Exchange Commission and New York Stock Exchange requirements, including preparation of the Report of the Audit Committee presented in the Company's annual proxy statement and submission of the Audit Committee Charter in the Company's annual proxy statement at least once every three years.

  17. Report highlights of the Audit Committee's activities to the Board of Directors on a regular basis.


Review of Audit Committee Function and Audit Charter

The Audit Committee shall ensure that there is an annual performance evaluation of the Audit Committee. Also, the Audit Committee shall review and reassess the adequacy of this Charter on an annual basis and recommend any changes to the Board of Directors.