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Audit Committee


SCANA AUDIT COMMITTEE CHARTER

Organization

SCANA Corporation ("SCANA") shall have a committee of the Board of Directors (the "Board") to be known as the Audit Committee (the "Committee"). The Committee shall be comprised of three or more directors as shall be determined yearly by resolution of the Board at its regularly scheduled meeting following the Annual Meeting of Shareholders. Committee members will be appointed on an annual basis at this meeting to serve until the next such meeting or their earlier demise, resignation or removal. Committee members shall serve at the pleasure of the Board and may be removed at any time. Each Committee member shall meet the requirements of the New York Stock Exchange (the "NYSE") and any additional legal requirements applicable to SCANA as shall from time to time be in effect. The Board shall, in the exercise of business judgment, determine the "independence" and "experience" of directors for this purpose.

The Board shall designate one of the appointees to serve as Chairman of the Committee.

Vacancies on the Committee shall be filled by a majority vote of the entire Board. A member of the Committee may be removed by a majority vote of the entire Board.

Purpose

The purposes of the Committee are:

  • to assist Board oversight of


    • the integrity of SCANA's financial statements,

    • SCANA's compliance with legal and regulatory requirements,

    • the independent registered public accounting firm's ("external auditors") qualifications and independence,

    • the performance of SCANA's internal audit function ("Audit Services") and external auditors, and

    • SCANA's system of disclosure controls and system of internal controls regarding finance, accounting, legal compliance, and ethics that management and the Board have established; and

  • to prepare the Committee report which the Securities and Exchange Commission (the "SEC") requires in SCANA's annual proxy statement; and to constitute the Qualified Legal Compliance Committee (the "QLCC"), as defined in SEC Final Rule: Implementation of Standards of Professional Conduct for Attorneys; 17 CFR Part 205.2(k) at www.sec.gov/rules/final/33-8185.htm


Duties, Responsibilities and Authority

In order to carry out the purpose for which it was formed, the Committee shall have the following duties, responsibilities and authority and such other duties as may from time to time be assigned to it by the Board:

General

The Committee will:

  • Require any officer or employee of SCANA, or any of its subsidiaries, SCANA's General Counsel, and SCANA's external auditors, or any of them, to attend any meeting of the Committee or to meet with members of, or consultants to, the Committee, when appropriate;

  • Obtain advice and assistance from outside legal, accounting or other advisors as deemed appropriate, to perform its duties and responsibilities and authorize appropriate compensation for such advisors;

  • Exercise all the authority and discharge all the duties of the QLCC;

  • Prepare the report of the Committee to be included in SCANA's annual proxy statement;

  • Review (a) major issues regarding accounting principles and financial statement preparation, any changes in SCANA's selection or application of accounting principles, any major issues as to the adequacy of SCANA's internal controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management and/or the external auditors setting forth financial reporting issues and judgments made in connection with the preparation of the financial statements, including the analysis of the use of alternate Generally Accepted Accounting Principles ("GAAP") methods and their effects on the financial statements; (c) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements; and (d) earnings press releases and the financial information used as the basis for earnings guidance and briefings to analysts and rating agencies;

  • Review with the external auditors and Audit Services the adequacy and effectiveness of SCANA's internal controls, and request recommendations for improvement;

  • Meet periodically and separately, with management, SCANA's General Counsel, Audit Services, the external auditors, the Corporate Compliance and Internal Auditing Officer and the Risk Management Officer for internal control purposes;

  • Meet with management to review and approve management's assessment of internal controls over financial reporting;

  • Report regularly to the Board on Committee actions fulfilling its responsibilities as stated in this Charter;

  • Review with the Board any issues that arise with respect to the quality or integrity of SCANA's financial statements, its compliance with legal or regulatory requirements, the performance and independence of its external auditors or the performance of Audit Services;

  • Meet four times a year or more frequently as circumstances, the NYSE or laws may require;

  • Delegate authority to individuals or subcommittees as appropriate;

  • Submit the minutes of all meetings of the Committee to the Board;

  • Provide annual written affirmation to the Board and the NYSE on the independence and financial expertise of Committee members, using NYSE guidelines. The Committee will disclose to the Board any changes in a member's status regarding independence. In the event of any such change, the Board will review and determine whether the director will continue to serve on the Committee;

  • Review and assess annually the adequacy of the Committee's Charter and of its own performance;

  • Recommend any proposed changes in the Charter to the Board for approval and disclose such changes in the proxy statement when they are approved;

  • Require publication of the Charter in the proxy statement every three years;

  • Review reports and disclosures of insider and affiliated party transactions;

  • Review with the General Counsel legal matters that may have a material impact on the financial statements or SCANA's compliance policies; and

  • Set SCANA's hiring policy regarding the employment of current or former employees of SCANA's external auditors.

With Respect to the External Auditors and Financial Statement Disclosures and Internal Control Over Financial Reporting

The Committee will:

  • Appoint or replace the external auditors subject to shareholder ratification;

  • Exercise oversight of the work of the external auditors (including resolution of disagreements between management and the external auditors regarding financial reporting) for the purpose of preparing or issuing an audit reports or related work;

  • Set compensation of the external auditors who shall report directly to the Committee;

  • Pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed by the external auditors;

  • Review with management and the external auditors the annual audited financial statements including the disclosures to be made under "Management's Discussion and Analysis of Financial Condition and Results of Operations" and recommend to the Board the inclusion of the audited financial statements in the Form 10-K, if appropriate;

  • Review with management and the external auditors the quarterly financial statements including disclosures to be made under "Management's Discussion and Analysis of Financial Condition and Results of Operations" prior to the filing of each Form 10-Q, including the results of the external auditors' review of the quarterly financial statements;

  • Meet with management to review and approve management's assessment of internal controls over financial reporting;

  • Meet with the external auditors to review its opinion on management's assessment of the effectiveness of internal control over financial reporting and the external auditors' opinion on the effectiveness of the Company's internal control over financial reporting.

  • Meet with external auditors to review and approve the plan and scope of each year's audit;

  • Meet with the external auditors to discuss the role and sufficiency of Audit Services;

  • Review with the external auditors the matters required by applicable professional and auditing standards relating to the conduct of the audit, including (a) the adoption of, or changes to, SCANA's auditing and accounting principles and practices as suggested by the external auditors, Audit Services or management, (b) any difficulties encountered in the course of the audit work, including any restrictions on the scope of activities or access to requested information, and any disagreements with management, and (c) material written communications between the external auditors and management;

  • Review with management and the external auditors financial reporting issues and judgments made in connection with the preparation of SCANA's financial statements, including any changes in SCANA's selection or application of accounting principles, any major issues as to the adequacy of SCANA's internal controls, the development, selection and disclosures of critical accounting estimates and analyses of the effect of alternative assumptions, estimates or GAAP methods on SCANA's financial statements;

  • Review for adequacy management's response to areas needing attention for additional controls or procedures previously brought to management's attention by the external auditors;

  • Evaluate the external auditors' qualifications, performance and independence, including a review of the lead audit partner;

  • Review with the Board the independence and performance of the external auditors;

  • Review all reports required to be submitted by the external auditors to the Committee under Section 10A of the Securities Exchange Act of 1934, which requires that the external auditors inform the Committee of illegal acts that have been detected or otherwise come to the attention of the external  auditors in the course of the audit;

  • Review the rotation of audit personnel and external auditors; and

  • Obtain and review an annual report by the external 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 and all relationships between the external auditors and SCANA to assess the auditors' independence.

Relationship with SCANA's Audit Services

The Committee will:

  • Review the internal audit plan annually with the Corporate Compliance and Internal Auditing Officer and the General Auditor;

  • Review Audit Services' responsibilities, budget and staffing with the Corporate Compliance and Internal Auditing Officer and the General Auditor;

  • Require Audit Services to provide a summary of observations of completed internal audits and a progress report on the audit plan prior to each Committee meeting;

  • Require reports on follow-up from previous recommendations;

  • Review any scope restrictions placed on Audit Services by management; and

  • Review the appointment, replacement, reassignment, or dismissal of the General Auditor.

Relationship with Corporate Compliance

The Committee will:

  • Require reports from the Corporate Compliance and Internal Auditing Officer regarding SCANA's conformity with applicable legal requirements and its Code(s) of Conduct;

  • Establish procedures for the receipt, retention and treatment of complaints received by SCANA regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters;

  • Review annually SCANA's Code(s) of Conduct and make recommendations;

  • Require reports from the Corporate Compliance and Internal Auditing Officer concerning ongoing employee training and compliance; and

  • Review the appointment, replacement, reassignment, or dismissal of the Corporate Compliance and Internal Auditing Officer.

Relationship with Risk Management

The Committee will:

  • Review annually SCANA's Corporate Risk Management program, its scope and effectiveness;

  • Require regular reports measuring corporate risks; and

  • Review the appointment, replacement, reassignment, or dismissal of the Corporate Risk Management Officer.

Relationship with Management

The Committee will:

  • Review with management all matters related to financial disclosures, internal controls, legal compliance and business risks of SCANA.

 


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