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Audit Committee Charter

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Audit Committee CharterforStericycle, Inc.PurposeThe purpose of the Audit Committee (the “Audit Committee”) of the Board of Directorsis to assist the Board in fulfilling its oversight responsibilities relating to the integrity of theCompany’s financial statements, the qualifications and experience of the Company’sindependent accountants, the performance of the Company’s internal audit function and theCompany’s independent accountants, and the Company’s compliance with legal and regulatoryrequirementsMembershipThe Committee shall be composed of three or more directors, as the Board of Directorsdetermines. Each member of the Committee shall be appointed annually by the Board upon therecommendation of the Nominating and Governance Committee, and may be removed by theBoard at any time in the Board’s discretion.Each member of the Committee shall be independent under the applicable standards forindependence of the U.S. Securities and Exchange Commission (the “SEC”) and the NasdaqNational Market, Inc. (“Nasdaq”).General ResponsibilitiesThe Committee shall have the following general responsibilities. The Committee mayexpand these responsibilities as it considers necessary or appropriate in carrying out its oversightfunction:To meet separately in executive sessions with the senior internal auditor and theCompany’s independent accountants from time to time as appropriate to discuss any mattersthat the Committee, the senior internal auditor or the Company’s ...
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