Audit Committee Charter of Sigma Aldrich Corp

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                                   APPENDIX A
 
    
 
                            AUDIT COMMITTEE CHARTER
 
                           SIGMA-ALDRICH CORPORATION
 
    
 
   The Board of Directors of Sigma-Aldrich Corporation (the "Company") hereby
   adopts this Charter to govern the composition of its Audit Committee (the
   "Committee") and the scope of the Committee's duties and responsibilities
   and to set forth the specific actions that the Board of Directors expects
   the Committee to undertake in fulfilling those duties and
   responsibilities.
 
    
 
   I. STATEMENT OF PURPOSE
 
    
 
   The Committee will (A) assist the Board of Directors in fulfilling the
   Board of Directors' oversight responsibilities with regard to (1) the
   integrity of the Company's financial statements, (2) the Company's
   compliance with legal and regulatory requirements, (3) the independent
   public accountant's qualifications and independence, (4) the performance
   of the Company's internal audit function and independent public
   accountant, and (5) the Company's accounting and financial reporting
   processes and audits of the Company's financial statements and (B) prepare
   the Audit Committee report that Securities and Exchange Commission ("SEC")
   rules require be included in the Company's annual proxy statement. It is
   not the duty of the Committee to plan or conduct audits or to determine
   that the Company's financial statements are complete and accurate and
   prepared in accordance with generally accepted accounting principles. The
   primary responsibility for the Company's financial statements and internal
   controls rests with the Company's management.
 
    
 
   The Board of Directors recognizes that the Committee necessarily will rely
   on the advice and information it receives from the Company's management,
   internal auditors and independent public accountant. Recognizing these
   inherent limitations on the scope of the Committee's review, however, the
   Board of Directors expects the Committee to exercise independent judgment
   in assessing the quality of the Company's financial reporting process and
   its internal controls. The Board of Directors also expects that the
   Committee will maintain free and open communication with the other
   directors, the Company's independent and internal auditors and the
   financial management of the Company.
 
    
 
   II. COMPOSITION OF THE COMMITTEE
 
    
 
   The Committee shall be comprised of at least three members of the Board of
   Directors, with the number of members to be determined from time to time
   by the Board of Directors. The members shall be recommended by the
   Corporate Governance Committee and appointed by the Board of Directors.
   Each member of the Committee shall, in the judgment of the Board of
   Directors, meet all qualifications set forth in The Nasdaq Stock Market
   Rules or any other applicable rules governing audit committees of such
   other exchange on which the Company's stock may be traded from time to
   time, or any successor rules, and any other legal or regulatory
   requirements, including (A) being independent as defined under Rule 4200
   of The Nasdaq Stock Market Rules, (B) meeting the criteria for
   independence set forth in Section 301 of the Sarbanes-Oxley Act and Rule
   10A-3(b)(1) of the Securities Exchange Act of 1934, (C) not having
   participated in the preparation of the financial statements of the Company
   at any time during the past three years, (D) not owning or controlling 20%
   or more of the Company's voting securities, or such lower measurement as
   may be established by the SEC in rulemaking under Section 301 of the
   Sarbanes-Oxley Act, and (E) being able to read and understand fundamental
   financial statements. In addition, at least one member of the Committee
   must be a "financial expert" as defined by the SEC and in Rule 4350(d) of
   The Nasdaq Stock Market Rules.
 
    
 
   III. MEETINGS.
 
    
 
   The Committee shall meet at least four (4) times annually or more
   frequently as the Committee may from time to time determine to be
   appropriate. Unless the Board has previously designated a Chair, the
 
    
 
 
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   members of the Committee may designate a Chairman by majority vote. A
   majority of Committee members shall constitute a quorum. The action of a
   majority of those present at a meeting shall constitute the act of the
   Committee. One or more of these meetings shall include separate executive
   sessions with the Company's management, the independent public accountant
   and the Director-Internal Audit.
 
    
 
   Further meetings shall occur, or matters shall be submitted for action by
   unanimous written consent, when deemed necessary or desirable by the
   Committee, its Chairman or the Chief Executive Officer. In addition,
   teleconferences may also be held at such other times as shall be
   reasonably requested by the Chairman of the Board of Directors, the
   Chairman of the Committee, the independent public accountant, the
   Director-Internal Audit or the Company's financial management.
 
    
 
   The Chair shall prepare the agenda for Committee meetings, subject to the
   right of the Committee members to suggest additional items for the agenda.
   Agendas are shared with Committee members in advance of meetings. As a
   general rule, subject to appropriate procedures to protect the
   confidentiality of particularly sensitive information, appropriate
   background and explanatory materials concerning matters to be discussed at
   Committee meetings shall be sent to Committee members in advance.
 
    
 
   At the invitation of the Chair, meetings may be attended by the Chairman
   of the Board of Directors, the Chief Executive Officer, the Chief
   Financial Officer, the Corporate Controller, the Treasurer, the
   Director-Internal Audit, representatives from the independent public
   accountant, and other members of management and persons as are appropriate
   to matters under consideration.
 
    
 
   The Committee and its members shall have complete access to management.
   The Committee may engage the services of outside advisors if it shall
   determine such services to be necessary or appropriate for the proper
   discharge of its duties. Should any member of the Committee believe that
   participation of management or outside advisors in discussion of a
   particular subject would be advisable, they are encouraged to make that
   request.
 
    
 
   Written minutes pertaining to each meeting will be filed with the Chairman
   of the Board of Directors by the Committee Chairman or his or her
   delegate. The Chair will present an oral report of Committee meetings and
   other proceedings at each Board meeting. Proposals which require Board
   action will normally be submitted by the Committee to the Board in
   writing.
 
    
 
   IV. RESOURCES AND AUTHORITY
 
    
 
   The Committee shall have the resources and authority appropriate to
   discharge its duties and responsibilities, including full access to the
   Company's employees and officers and internal or external advisors or
   consultants. If in the course of fulfilling its duties the Committee
   wishes to consult with outside legal, accounting or other advisors, the
   Committee may retain these advisors without seeking the Board of
   Directors' approval. The Company shall provide for appropriate funding, as
   determined by the Committee, for payment (i) of compensation to the
   independent public accountant for the purpose of preparing or issuing an
   audit report or performing other audit, review or attest services for the
   Company, (ii) to any advisors employed by the Committee and (iii) of
   ordinary administrative expenses of the Committee necessary or appropriate
   for carrying out its duties. However, no Committee member may accept any
   consulting, advisory, or other compensatory fee from the Company other
   than for Board of Directors service.
 
    
 
 
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   V. AUTHORITIES, DUTIES AND RESPONSIBILITIES OF THE COMMITTEE
 
    
 
   The authorities, duties and responsibilities of the Committee shall
   include the following:
 
    
 
   A. Independent Public Accountant
 
    
 
   As part of its authorities, duties and responsibilities related to the
   independent public accountant, the Committee shall:
 
    
 
   1. Be directly responsible and have sole authority for the appointment,
   compensation, retention and oversight of the work of the Company's
   independent public accountant (including resolution of disagreements
   between management and the independent public accountant regarding
   financial reporting) for the purpose of preparing or issuing an audit
   report or related work or performing other audit, review or attest
   services for the Company. The independent public accountant shall report
   directly to the Committee.
 
    
 
   2. Approve all auditing services (which may entail providing comfort
   letters in connection with securities underwritings) and non-audit
   services (other than those prohibited under Section V.A.3), including the
   fees therefor, to be provided to the Company by the independent public
   accountant prior to engagement of the independent public accountant to
   provide such services, with such de minimus exceptions as are permitted
   under the Section 10A(i) of the Securities Exchange Act of 1934, Rule
   2-01(c)(7) of Regulation S-X or other applicable law or rule of the
   Securities and Exchange Commission. The Committee may delegate to one or
   more designated members of the Committee who are independent directors of
   the Board of Directors the authority to grant such preapprovals, provided
   that policies and procedures are detailed as to the particular service and
   the pre-approval decisions of any member to whom authority is so delegated
   is presented to the full Committee at each of its scheduled meetings.
   Without limiting the generality of the foregoing, the Committee shall
   review all tax services with respect to, among other things, their impact
   on the independence of the audit firm.
 
    
 
   3. Consider any non-audit assignments awarded to the independent public
   accountant and determine whether or not these are compatible with
   maintaining the general independence of the independent accounting firm,
   provided that the Committee shall not permit the Company's independent
   public accountant to perform any of the non-audit services prohibited
   under Section 10A(g) of the Securities Exchange Act of 1934, Rule
   2-01(c)(4) of Regulation S-X or other applicable law or rule of the
   Securities and Exchange Commission, except to the extent that the Public
   Accounting Oversight Board provides an exemption.
 
    
 
   4. Confirm that the Company's Chief Executive Officer, Controller, Chief
   Financial Officer, Treasurer, or any person serving in an equivalent
   position for the Company did not participate, as an employee of the
   Company's independent public accountant, in any capacity in the Company's
   audit for the one year period preceding the date of the initiation of the
   audit.
 
    
 
   5. Set clear hiring policies for employees or former employees of the
   independent public accountant by the Company to address conflicts of
   interest and pressures that may exist for employees of the independent
   public accountant that may be seeking or at some point seek employment
   with the Company.
 
    
 
   6. Evaluate the qualifications, performance and independence of the
   Company's current independent public accountant, including whether the
   independent public accountant's quality controls are adequate and the
   provision of non-audit services is compatible with maintaining the public
   accountant's independence, and present the Committee's conclusions to the
   full Board on at least an annual basis. As part of such evaluation, the
   Committee shall:
 
    
 
   a. obtain and review a report by the Company's independent public
   accountant describing:
 
    
 
   i. the audit firm's internal quality-control procedures, and
 
    
 
 
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   ii. any material issues raised by the most recent internal quality-control
   review or peer review of the audit firm or by any inquiry or investigation
   by governmental or professional authorities, within the preceding five
   years, respecting one or more audits carried out by the audit firm, and
   any steps taken to deal with any such issues;
 
    
 
   b. receive the written disclosures and letter from the Company's
   independent public accountant contemplated by Independence Standards Board
   Standard No. 1, Independence Discussions with Audit Committees, as may be
   modified or supplemented, and discuss with the independent public
   accountant any issues required to be discussed regarding their objectivity
   and independence;
 
    
 
   c. review and evaluate the lead partner of the independent public
   accountant;
 
    
 
   d. confirm that the partners of the independent public accountant have
   been rotated from the Company engagement as required by Rule 2-01(c)(6) of
   Regulation S-X or other applicable law or rule of the Securities and
   Exchange Commission;
 
    
 
   e. consider whether, in order to assure continuing public accountant
   independence, there should be regular rotation of the audit firm itself;
 
    
 
   f. receive assurances from the independent public accountant that its
   compensation policies comply with Rule 2-01(c)(8) of Regulation S-X and
   other applicable laws and Securities and Exchange Commission rules,
   including, without limitation, prohibiting the establishment of
   compensation or the allocation of partnership units to audit partners
   based on the sale of non-audit services to the partner's audit clients;
   and
 
    
 
   g. confirm that the independent public accountant is registered with the
   Public Company Accounting Oversight Board if and when such registration is
   required.
 
    
 
   In making its evaluation, the Committee should take into account the
   opinions of management and the Company's internal auditors. Based on the
   representations regarding independence and the results of such evaluation,
   determine whether to re-appoint or replace the independent public
   accountant and present its conclusions to the full Board of Directors.
 
    
 
   7. Meet with the independent public accountant and financial management of
   the Company in advance of the annual audit to review its proposed scope,
   the proposed scope of the quarterly reviews, and the procedures to be
   followed in conducting the audit and the reviews.
 
    
 
   8. Review and discuss with the Company's independent public accountant:
 
    
 
   a. reports of (i) all critical accounting policies and practices to be
   used, (ii) all alternative treatments of financial information within
   generally accepted accounting principles for policies and practices
   related to material items that have been discussed with management
   officials of the Company, including ramifications of the use of such
   alternative disclosures and treatments, and the treatment preferred by the
   Company's independent public accountant, and (iii) other material written
   communications between the Company's independent public accountant and the
   management of the Company, such as any management letter or schedule of
   unadjusted differences;
 
    
 
   b. their views about the quality of the Company's financial and accounting
   personnel;
 
    
 
   c. any matters required to be discussed by Statement of Auditing Standards
   ("SAS") 61, as amended by SAS 90 and as may be further modified or
   supplemented. These requirements include discussions as to the judgments
   of the independent public accountant regarding the quality of the
   Company's accounting principles and financial disclosures, as well as the
   independent public accountant's views about whether management's choices
   of accounting principles, from the perspective of income, asset, and
   liability recognition, are appropriate; and
 
    
 
 
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   d. any audit problems, difficulties or disagreements with management,
   including any restrictions on the scope of the independent public
   accountant's activities or on access to requested information, and
   management's response. Among the items the Committee may want to review
   with the independent public accountant are: any accounting adjustments
   that were noted or proposed by the independent public accountant but were
   "passed" (as immaterial or otherwise); any communications between the
   audit team and the audit firm's national office respecting auditing or
   accounting issues presented by the engagement; and any "management" or
   "internal control" letter issued, or proposed to be issued, by the audit
   firm to the Company.
 
    
 
   9. Review and discuss with management, the internal auditors and the
   independent public accountant, in separate meetings if the Committee deems
   appropriate:
 
    
 
   a. the Company's financial statements proposed to be included in the
   Company's public earnings reports and the Company's Annual Report on Form
   10-K and quarterly reports on Form 10-Q, including the Company's
   disclosures under "Management's Discussion and Analysis of Financial
   Condition and Results of Operations" and related footnotes and other
   financial information to be included in the Company's Form 10-K and Form
   10-Qs, prior to filing. If deemed appropriate, after consideration of the
   reviews and discussion, recommend to the Board of Directors that the
   financial statements be included in the Annual Report on Form 10-K;
 
    
 
   b. any comments or inquiries from the Securities and Exchange Commission
   relating to the Company's financial statements or other financial matters
   included in the Company's periodic filings with the Commission;
 
    
 
   c. any major issues regarding significant financial reporting issues and
   judgments made in connection with the preparation of the Company's
   financial statements, including any significant changes in the Company's
   selection or application of accounting principles;
 
    
 
   d. any legal matters that are reasonably likely to have a material effect
   on the Company's financial statements;
 
    
 
   e. the effect of regulatory and accounting initiatives on the Company's
   financial statements, as well as off-balance sheet arrangements, as
   defined by the SEC;
 
    
 
   f. disclosures made to the Audit Committee by the Company's Chief
   Executive Officer and Chief Financial Officer during their certification
   process for the Form 10-K or Form 10-Q regarding any significant
   deficiencies in the design or operation of internal controls or material
   weaknesses therein and any fraud involving management or other employees
   who have a significant role in the Company's internal controls; and
 
    
 
   g. any relevant significant recommendations that the independent public
   accountant may have.
 
    
 
   10. Discuss the following with the Company's management, internal auditors
   and independent public accountant:
 
    
 
   a. at least quarterly, the adequacy and effectiveness of the Company's
   internal financial controls and disclosure controls and procedures;
 
    
 
   b. at least annually, the management letter issued by the independent
   public accountant and management's response thereto;
 
    
 
   c. at least quarterly, actions management has taken or progress it has
   made in addressing issues raised by the independent public accountant; and
 
    
 
   d. at least quarterly, the Company's major financial risk exposures and
   the steps that have been taken to monitor and control such exposures,
   including the Company's risk assessment and risk management policies.
 
    
 
 
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   B. Internal Auditors
 
    
 
   As part of its authorities, duties and responsibilities related to the
   internal auditors, the Committee shall:
 
    
 
   1. Approve the annual audit plan, charter, responsibilities and staffing
   of the Internal Audit Department, including the appointment and
   replacement of the senior internal audit executive.
 
    
 
   2. Review annually with the independent public accountants and the
   Director, Internal Audit the coordination of audit efforts to ensure
   completeness of coverage, reduction of redundant efforts and the effective
   use of audit resources.
 
    
 
   3. Receive regular reports of major findings by internal auditors and how
   management is addressing the conditions reported.
 
    
 
   C. Miscellaneous
 
    
 
   As part of its other authorities, duties and responsibilities, the
   Committee shall:
 
    
 
   1. Authorize and oversee investigations deemed appropriate by the
   Committee into any matters within the Committee's scope of responsibility
   as described in this Charter or as may be subsequently delegated to the
   Committee by the Board of Directors, with the power to retain independent
   counsel, accountants and other advisors and experts to assist the
   Committee if deemed appropriate, as described in Section IV above.
 
    
 
   2. Prepare the disclosure required of the Committee by S-K Item 306 of the
   Securities and Exchange Commission regulations to be included in the
   Company's annual proxy statement.
 
    
 
   3. Review this Charter on an annual basis and make recommendations to the
   Board of Directors concerning any changes deemed appropriate. The
   Committee Charter and/or any significant changes thereto, will be
   disclosed at least triennially in the annual report to shareholders or in
   the proxy statement.
 
    
 
   4. Review and approve all related party transactions between the Company
   and any Company officer or member of the Board of Directors. The term
   "related party transaction" shall be read consistently with SEC Regulation
   S-K, Item 404(a).
 
    
 
   5. Generally discuss with management, the Company's policies with respect
   to earnings press releases and all financial information, such as earnings
   guidance, provided to analysts and rating agencies, including the types of
   information to be disclosed and the types of presentation to be made and
   paying particular attention to the use of "pro forma" or "adjusted"
   non-GAAP information. The Committee or its Chairman may review any of the
   Company's earnings press releases as the Committee or the Chairman deems
   appropriate.
 
    
 
   6. Establish procedures for: (i) the receipt, retention, and treatment of
   complaints received by the Company regarding accounting, internal
   accounting controls, or auditing matters; and (ii) the confidential,
   anonymous submission by employees of the Company of concerns regarding
   questionable accounting or auditing matters. The Committee shall review
   any significant complaints or concerns regarding accounting, internal
   accounting controls or auditing matters received pursuant to such
   procedures.
 
    
 
   7. Report regularly to the Board of Directors and review with the full
   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 public accountant, or the performance of the
   internal audit function.
 
    
 
 
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   8. While the fundamental responsibility for the Company's financial
   statements and disclosures rests with management and the independent
   public accountants, the Committee will review: (a) major issues regarding
   accounting principles and financial statement presentations, including any
   significant changes in the Company's selection or application of
   accounting principles, and major issues as to the adequacy of the
   Company's internal controls and any special audit steps adopted in light
   of material control deficiencies; (b) analyses prepared by management
   and/or the independent public accountant 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 and the treatment
   preferred by the independent public accountant; (c) the effect of
   regulatory and accounting initiatives, as well as off-balance sheet
   structures, on the financial statements of the company; and (d) earnings
   press releases (paying particular attention to any use of "pro forma," or
   "adjusted" non-GAAP, information), as well as financial information and
   earnings guidance provided to analysts and rating agencies.
 
    
 
   9. Oversee compliance with the Company's Financial Officer Code of Ethics
   for Senior Financial Officers and report on such compliance to the Board
   of Directors.
 
    
 
   10. Review, annually, the Committee's performance and determine whether
   improvements can be made.
 
    
 
   11. The Committee shall perform any other duties or responsibilities
   expressly delegated to the Committee by the Board of Directors.