1. |
Sole authority and responsibility for the
appointment, compensation, retention and oversight of the work
of the independent public accounting firm engaged for the
purpose of preparing or issuing the audit report or performing
the audit for the Company. |
Annually |
2. |
Evaluate together with the Board the performance of
the independent auditor and, if so determined by the Audit
Committee, recommend that the Board replace the independent
auditor. |
Annually |
3. |
Review and evaluate the independent auditor, including the lead partner of the audit team.
- obtain the opinion of management regarding the independent auditor’s qualifications, performance, and independence,
- review the most recently available PCAOB reports for the independent auditor and its industry peers
|
Annually |
4. |
Ensure the rotation of the audit partners as
required by law. |
As appropriate |
5. |
Obtain and review a report from the independent
auditor at least annually regarding:
- the audit firm's internal quality control procedures,
- any material issues raised by the most recent internal
quality-control review, or peer review, of the firm, 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,
- any steps taken to deal with any such issues.
|
Annually and as appropriate |
6. |
Pre-approve the retention of the independent
auditor for non-audit services and the fee for such service in
accordance with the Company's independence guidelines. |
Annually |
7. |
Review annually and, as appropriate, recommend to the Board changes to the guidelines for the Company's hiring of employees or former employees of the independent auditor who were engaged on the Company's account. |
Annually and as appropriate |
8. |
Review and assess the independence of the
independent auditor; obtain periodic reports from the
independent auditor regarding the auditor's independence,
discuss such reports with the auditor, consider whether the
provision of non-audit services is compatible with maintaining
the auditor's independence and, if so determined by the
Committee, recommend that the Board take appropriate action to
satisfy itself as to the independence of the auditor. |
Annually and as appropriate |
9. |
Meet with the independent auditor prior to the
year-end audit to review the scope of yearend work and
coordination of efforts between the independent auditors and the
internal audit department. |
Annually |
10. |
Obtain from the independent auditor assurance that
Section 10A of the Exchange Act, which pertains to an auditor's
responsibility when the auditor discovers an illegal act, has
not been implicated. |
Quarterly and as appropriate |
11. |
Discuss with the independent auditor the matters
required to be discussed by generally accepted auditing
standards relating to the conduct of the audit per the Public
Company Accounting Oversight Board (PCAOB) Auditing Standards
No. 16 and 18, other standards of the PCAOB, rules of the
Securities and Exchange Commission, and other applicable
regulations. |
Quarterly |
12. |
Review with the independent auditor any problems or
difficulties the auditor may have encountered and any management
letter provided by the auditor and the Company's response to
that letter. Such review should include:
- Any difficulties encountered in the course of the audit
work, including any restrictions on the scope of
activities or access to required information, and any
disagreements with management.
|
Quarterly and as appropriate |
13. |
Review and discuss reports from the independent
auditors on:
- Any critical audit matters to be included in the independent auditor’s report.
- All critical accounting policies and practices to be used.
- All alternative treatments of financial information
within GAAP that have been discussed with management,
ramifications of the use of such alternative disclosures
and treatments, and the treatment preferred by the
independent auditor.
- Other material written communications between the
independent auditor and management, such as any
management letter or schedule of unadjusted differences.
|
Quarterly |
Internal Audit Oversight |
14. |
Review the appointment and replacement of the Chief
Auditor. |
Annually
|
15. |
Review the annual performance of the Chief Auditor. |
Annually |
16. |
Approve the Internal Audit charter. |
Annually |
17. |
Approve the annual audit plan and major changesto the plan, including any changes required in the scope of the internal audit. Review the significant reports to management prepared by the internal auditing department. |
Annually and as appropriate |
18. |
Approve Internal Audit’s responsibilities, budget and resource plan.
|
Annually
|
19. |
Receive communications from the Chief Auditor on Internal Audit’s performance relative to its plan and other matters.
|
Quarterly and as appropriate |
20. |
Make appropriate inquiries of management and the
Chief Auditor to determine whether there is inappropriate scope
or resource limitations. |
As
appropriate
|
21. |
The Audit Committee authorizes the Internal Audit
department to:
- Have full, free, and unrestricted access to all
functions, records, property, and personnel pertinent to
carrying out any engagement, subject to accountability
for confidentiality and safeguarding of records and
information.
- Allocate resources, set frequencies, select subjects,
determine scopes of work, apply techniques required to
accomplish audit objectives, and issue reports.
- Obtain assistance from the necessary personnel of
S&P Global, as well as other specialized services
from within or outside S&P Global, in order to
complete the engagement.
|
Annually |
Financial Reporting Oversight |
22. |
Review and discuss with management and the
independent auditor the annual audited financial statements,
including disclosures made in management's discussion and
analysis, and recommend to the Board whether the audited
financial statements should be included in the Company's Form
10-K. |
Annually |
23. |
Review with management the adequacy of internal
controls that could significantly affect the Company's financial
statements. |
Quarterly and as appropriate |
24. |
Discuss with management and the independent auditor
significant financial reporting issues and judgments made in
connection with the preparation of the Company's financial
statements, and a description of any transactions for which
management obtained PCAOB Standard 625 letters. |
Quarterly and as appropriate |
25. |
Review with management and the independent auditor
the effect of regulatory and accounting initiatives as well as
off-balance sheet structures on the Company's financial
statements. |
Annually and as appropriate |
26. |
Review with management and the independent auditor
the Company's quarterly financial statements prior to the filing
of its Form 10-Q, including the results of the independent
auditors' reviews of the quarterly financial statements. |
Quarterly |
27. |
Review major changes to the Company's auditing and
accounting principles, practices, and financial statement
presentations, as suggested by the independent auditor, internal
auditors or management. |
Quarterly |
28. |
Obtain reports from management, the Company’s Chief Auditor, and the independent auditor that the Company’s subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company’s Code of Business Ethics, including disclosures of insider and affiliated party transactions. |
Annually |
29. |
Review with management and the independent auditor
any correspondence with regulators regarding the Company's
financial statements or accounting policies. |
Quarterly and as appropriate |
30. |
Prepare the report required by the rules of the
Commission to be included in the Company's annual proxy
statement. |
Annually |
31. |
Review with the Company's General Counsel legal
matters that may have a material impact on the financial
statements, the Company's compliance policies and any material
reports or inquiries received from regulators or governmental
agencies. |
Semi-Annually and as appropriate |
32. |
Discuss with management the Company's earnings
press releases, including the use of "pro forma" or "adjusted"
non-GAAP information, as well as financial information and
earnings guidance provided to analysts and ratings agencies.
Such discussion may be done generally (consisting of discussing
the types of information to be disclosed and the types of
presentations to be made). |
Quarterly |
33. |
Review disclosures made to the Committee by the
Company's CEO and CFO during their certification process for the
Form 10-K and Form 10-Q about 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. |
Quarterly |
34. |
Establish and review procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concernsregarding questionable accounting or auditing matters.
|
Annually and as appropriate |
Enterprise Risk Management
Oversight |
35. |
Meet periodically with management to review the key
risks facing the Company including the steps management has
taken to monitor and control such exposures and report
periodically to the Board on the status of the Company's
management of key risk areas. |
Semi-Annually and as appropriate |
36. |
Review and discuss with management the Company's
Enterprise Risk Management process including its risk governance
framework, risk management practices and key risk factors that
facilitate the identification, measurement, mitigation, and
reporting of risks across the Company. |
Annually |
Committee Governance |
37. |
Review and reassess the adequacy of this Charter
and recommend any proposed changes to the Board for approval.
|
Annually |
38. |
Review the Committee's own performance. |
Annually |
39. |
Report regularly to the Board. |
Quarterly and as appropriate |
40. |
Advise the Board with respect to the Company's
policies and procedures regarding compliance with applicable
laws and regulations and with the Company's Code of Business
Ethics. |
Annually |
Executive Sessions |
41. |
Independent Director only executive session. |
As appropriate |
42. |
Meet at least quarterly, in separate executive
sessions with:
- the Chief Financial Officer,
- the Corporate Controller,
- the Chief Auditor and
- the independent auditor.
|
Quarterly |
43. |
Meet no less than twice a year in separate
executive sessions with:
- the General Counsel and
- the Chief Risk Officer.
|
Semi-Annually |