2003 Committee Charter : USU

AUDIT, FINANCE AND CORPORATE RESPONSIBILITY COMMITTEE
CHARTER
1
I. Purpose
The Audit, Finance and Corporate
Responsibility Committee is appointed by
the Board of Directors to assist the Board in
fulfilling its oversight responsibilities. The
Committee advises the Board concerning
audit, finance and corporate responsibility
matters including (a) assisting the Board's
oversight of (1) the integrity of the
Corporation's financial statements, (2) the
Corporation's compliance with legal and
regulatory requirements, (3) the
Corporation's independent auditors'
qualifications and independence, and (4) the
performance of the Corporation's
independent auditors and the Corporation's
internal audit function, and (b) preparing the
report required to be prepared by the
Committee pursuant to the rules of the
Securities and Exchange Commission (the
"SEC") for inclusion in the Corporation's
annual proxy statement.
II. Composition
The Committee is comprised of three or
more Directors each of whom qualifies as an
independent Director under the listing
standards of the New York Stock Exchange
and federal securities laws requirements
("Independent Directors"). Members of the
Committee are nominated by the
Nominating and Governance Committee and
are elected for one-year terms by a majority
of the Board. Vacancies on the Committee
are filled by majority vote of the Board. A
majority vote of the Independent Directors is
required to remove a member of the
Committee.
At least one member of the Committee must
have accounting or related financial
management expertise and at least one
member of the Committee must be a
"financial expert" in each case as determined
by the Board in accordance with the rules
and regulations promulgated by the SEC. In
addition, every member of the Committee
must be, or become within a reasonable
period after his or her appointment to the
Committee, "financially literate" as
determined by the Board.
Members of the Committee may not accept,
directly or indirectly, any consulting,
advisory, or other compensatory fee from
the Corporation or any of its subsidiaries,
other than Director's fees. Compensatory
fees do not include the receipt of fixed
compensation under a retirement plan
(including deferred compensation) for prior
service with the Corporation, provided such
compensation is not contingent on continued
service. In addition, members of the
Committee may not be an affiliated person
of the Corporation or any of its subsidiaries.
III. Responsibilities
The Committee has the following duties and
responsibilities:
a) To consider and advise the Board
regarding significant financial matters of
the Corporation, including major capital
expenditures, financing activities and
policies regarding dividends, capital
structure and the use of derivative
financial instruments.
b) To directly appoint, retain, compensate,
evaluate and, if necessary, terminate the
Corporation's independent auditor
(including resolving disagreements
between management and the auditor
regarding financial reporting) engaged
for the purpose of preparing or issuing
an audit report or performing other audit
review or attest services for the
Corporation.
1) The Committee may not delegate its
responsibilities under subparagraph
(b) to Management.
AUDIT, FINANCE AND CORPORATE RESPONSIBILITY COMMITTEE
CHARTER
2
2) The Corporation's independent
auditor will report directly to the
Committee.
3) The Committee will pre-approve all
audit services and non-audit services
that are provided to the Corporation
by the independent auditor.
4) The Committee will not engage the
Corporation's independent auditor to
perform any non-audit services
prohibited by law or regulation.
5) The Committee may delegate preapproval
authority to a member of
the Committee. The Committee
member to whom pre-approval
authority is delegated by the
Committee will present any
decisions to the full Committee at its
next scheduled meeting.
c) To annually obtain and review a report
prepared by the independent auditor
describing:
1) the independent auditor's internal
quality-control procedures;
2) 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
firm, and any steps taken to deal with
any such issues; and
3) all relationships between the
independent auditor and the
Corporation.
d) To set the Corporation's policy for
hiring employees or former employees
of the Corporation's independent auditor.
e) To discuss the annual audited financial
statements and quarterly financial
statements with Management and the
independent auditor, including the
Corporation's disclosures under
"Management's Discussion and Analysis
of Financial Condition and Results of
Operations." The Committee will also
discuss any other matters required to be
communicated to the Committee by the
independent auditors under generally
accepted auditing standards. As the
Committee deems appropriate, the
chairperson of the Committee may stand
in for the entire Committee for purposes
of discussing the Corporation's quarterly
report with Management and the
independent auditor.
f) To annually discuss with the
independent auditor and the internal
auditor the overall scope and plans for
their respective audits. The Committee
will discuss with the CEO, CFO, the
independent auditor and the internal
auditor the adequacy and effectiveness
of internal controls, disclosure controls
and procedures, accounting and
reporting practices, and the
Corporation's processes for assessing
and managing risk and for monitoring
compliance with the Corporation's Code
of Business Conduct.
g) To meet with Management, the
independent auditor and the internal
auditor separately on at least a quarterly
basis in order to foster open and candid
discussions including issues and
concerns that may warrant Committee
attention.
h) To review on a regular basis with the
independent auditor and Management
any problems or difficulties they
encountered during their audit work,
including Management's response with
respect thereto, any restrictions on the
scope of their activities or access to
AUDIT, FINANCE AND CORPORATE RESPONSIBILITY COMMITTEE
CHARTER
3
requested information, and any
significant disagreements with
Management.
i) To receive reports from the independent
auditor and Management on the critical
policies and practices of the Corporation,
and alternative treatments of financial
information within generally accepted
accounting principles that have been
discussed with Management.
j) To review Management's determination
on its assessment of the effectiveness of
internal controls as of the end of the
most recent fiscal year and the
independent auditor's report on
Management's determination.
k) To discuss earnings press releases, as
well as financial information and
earnings guidance provided to analysts
and rating agencies.
l) To discuss the Corporation's guidelines
and policies governing risk assessment
and risk management and the process by
which each is handled.
m) To establish procedures for (i) the
receipt, retention and treatment of
complaints received by the Corporation
regarding accounting, internal
accounting controls or auditing matters,
and (ii) the confidential anonymous
submission by employees of the
Corporation of concerns regarding
questionable accounting or auditing
matters.
n) With the assistance of Management, to
prepare the Committee report that is
included in the Corporation's annual
proxy statement, as required by SEC
regulations.
o) To review the Corporation's Code of
Business Conduct for directors, officers
and employees and to oversee and
review the Corporation's process for
monitoring compliance.
p) To review and provide counsel regarding
the results of the Corporation's diversity
initiatives.
q) On an annual basis, to review and as
necessary update, the Committee's
charter.
r) After each of its meetings, to deliver a
report to the Board including a
description of all actions taken by the
Committee at each meeting. In addition,
the Committee will regularly report to
the Board regarding any issues that arise
with respect to the quality or integrity of
the Corporation's financial statements,
the Corporation's compliance with legal
or regulatory requirements, the
performance and independence of the
Corporation's independent auditor, or the
performance of the internal audit
function.
s) To determine the appropriate level of
funding the Corporation must provide to
compensate the Corporation's
independent auditor for preparing or
issuing an audit report or performing
other audit, review or attest services for
the Corporation, to compensate any
independent advisors that the Committee
may employ, and to pay for any of the
Committee's ordinary administrative
expenses that are necessary or
appropriate in carrying out its
responsibilities.
IV. Subcommittees
The Committee has the authority to appoint
subcommittees to carry out any of its
responsibilities and to delegate thereto such
AUDIT, FINANCE AND CORPORATE RESPONSIBILITY COMMITTEE
CHARTER
4
power and authority as it deems appropriate,
but the Committee shall not delegate any
power or authority required by any law,
regulation or listing standard to be exercised
by the Committee as a whole.
V. Evaluation of the Committee
The Committee will annually evaluate its
performance under this charter. The
Committee will address all matters that the
Committee considers relevant to its
performance, including the adequacy,
quality and appropriateness of the
information and recommendations presented
by the Committee to the Board. The
Committee will report to the Board the
results of its evaluation, including any
recommended amendments to this charter
and any recommended changes to the
Corporation's or the Board's policies and
procedures.
VI. Outside Advisors
The Committee may conduct or authorize
investigations into or studies of matters
within the Committee's scope of
responsibilities, and may engage, at the
Corporation's expense, such independent
counsel and other advisers, as it determines
necessary to carry out its responsibilities
without seeking Board approval.