Charter of the Audit Committee of the Board of Directors of Continental Airlines, Inc. as amended through

Continental Airlines

Informations

• Publié par: Erdi
• Nombre de lectures: 25
• Langue: English

Extrait

CHARTER OF THE

AUDIT COMMITTEE

OF THE BOARD OF DIRECTORS OF

CONTINENTAL AIRLINES, INC.

As amended through February 17, 2010

Establishment and Purpose

1.

This Charter

o

f

the Audit Committee (the “Committee”)

o

f

the Board of

D

irectors (the “Board”)

o

f

Continental Airlines, Inc., a Delaware corporation (the

“Company”), has been approved and adopted, as amended, by resolution

o

f

the Board

adopted on February 17, 2010. The purposes

o

f

the Committee shall be to oversee

t

he

accounting and financial reporting processes and audits

o

f

t

he financial statements

o

f

t

he

Company, to prepare

t

he report required by applicable rules

o

f

the Securi

t

ies and

Exchange Commission (“SEC”) to be included in

t

he Company’s annual proxy

statement

and to otherwise assist the Board’s oversight of:

(a)

t

he integrity

o

f the Company’s financial statements;

(b)

t

he Company’s compliance wi

t

h

legal and regulatory requirements;

(c)

t

he qualifica

t

ions, independence and performance of the

Company’s independent registered public accounting firm (the

“Independent Auditors”);

(d)

t

he performance of the Company’s internal audit function; and

(e)

t

he Company’s systems of internal accounting and financial

controls.

In so doing, it

is

t

he responsibility

o

f

the Committee to maintain free and open

communication between

t

he Committee,

t

he

I

ndependent Auditors,

t

he internal auditors

and management of the Company.

Committee Member Qualifications

2.

The Committee shall

a

t all

t

imes consist

o

f

a

t least

t

hree members

o

f

the

Board, and may consist

o

f

such greater number

o

f

members

o

f

the Board as

t

he Board

appoints to the Committee f

r

o

m

t

ime to time by resolution of the Board. Each member of

t

he Committee shall be a director

o

f

the Company who qualifies to be a member

o

f

an

audi

t committee pursuant to applicable law and

t

he rules

o

f

the New York Stock

Exchange

(

“NYSE”).

The

Committee

shall

be

comprised

o

f

directors

who

are

independent

o

f

management and

t

he Company

w

i

t

hin

t

he meaning of §10A of

t

he

Securities Exchange Act

o

f

1934, as amended, and

t

he rules of

t

he SEC and NYSE, and

t

he determination

o

f

a

director’s independence shall

be made by

t

he Board. All

Committee members must be financially literate, and at least

o

ne member must have the

accounting or financial expertise required by the rules of

t

he SEC and/or NYSE as

determined by

t

he Board.

Audi

t committee members shall not serve simultaneously on

t

he audit committees of

more than two other public companies wi

t

h

o

ut the prior approval

o

f the full Board.

2

3.

The members

o

f

the Committee shall be appointed or reappointed by the

Board at

the meeting

o

f

the Board immediately following each annual meeting

o

f

stockholders

o

f

the Company. Each member of

t

he Committee shall continue as a

member

t

hereof until his or her successor is appointed by

t

he Board or until his or her

earlier death, resignation, removal or cessation as a member of the Board.

Meetings

4.

The Board (upon

t

he recommendation

o

f

the Corporate Governance and

Social Responsibility Committee) or, if

t

he Board shall fail

t

o

d

o

s

o

,

t

he members

o

f

t

he

Committee, shall appoint

a

Chair

o

f

the Committee from am

o

ng

t

he members

o

f

the

Committee. If

t

he Chair

o

f

the Committee is not present at any meeting

o

f

the

Committee, the members

o

f

the Committee shall appoint

an acting Chair for such

meeting. The Secretary of

t

he Company, or any Assistant Secretary of

t

he Company,

shall attend each meeting

o

f

the Committee and shall act as secretary

of such meeting

(but shall not be present when requested by the Committee).

5.

The time and place of meetings of the Committee and the procedures to be

followed at such meetings shall be determined from time

t

o

t

ime by

t

he members

o

f

the

Committee; provided that:

(a)

a quorum

f

o

r

meetings shall be a majority

o

f

t

he members, present

in person or by

t

e

lephone or other telecommunications device

permitting all persons participating in

t

he meeting to speak to and

hear each other;

(b)

t

he affirmative

vote

o

f

a

maj

o

r

i

t

y

of

t

he

members

o

f

the

Committee present at a meeting at which a quorum is present shall

be the act of the Committee;

(c)

t

he Committee may act by unanimous written consent signed by

each member of the Committee;

(d)

t

he Committee

o

r, at

the

d

irection

o

f

the Chair of

t

he Committee,

t

he Secretary or any Assistant Secretary of

t

he Company, shall

keep minutes of

t

he proceedings

o

f the Committee;

(e)

all minutes

o

f

meetings

o

f

the Committee, and all unanim

o

u

s

written consents

o

f

the Committee, shall be filed

w

i

t

h

the records

o

f

meetings of the Committee:

(f)

t

he Chair, or any

member of the Committee, or the Secretary of the

Company at

t

he

d

irection

o

f

the Chair

o

f

the Committee,

t

he

Chai

r

man

o

f

the Board or

t

he Chief Executive Officer

o

f

the

Company,

shall have

t

he authori

t

y

t

o

call meetings of

t

he

Committee; and

3

(g)

notice

o

f

the

t

ime and place

o

f

every regular meeting of

t

he

Committee (which meeting shall

be deemed a regular meeting if it

occurs on

t

he same date as a meeting

o

f

the Board

o

f

Directors)

shall be given in wri

t

ing or by facsimile or electronic mail

transmission

t

o each member

o

f

the Committee

a

t least five days

before any such regular meeting, and notice

o

f

the time and place

o

f

every special meeting of

t

he Committee shall be given in

writing or by facsimile or electronic mail transmissi

o

n

t

o each

member

o

f

the Committee not later

t

han

t

he close

o

f

business on

t

he second day

next preceding

t

he day

of

t

he meeting; provided

t

hat in each case a member may waive notice of any meeting.

Responsibilities

6.

The Committee shall review and assess at least annually its perf

o

r

mance,

and

t

he adequacy

o

f

this Charter in light

o

f

applicable law and

t

he rules

o

f

the SEC and

NYSE. A copy

o

f

t

h

is Charter as it

may

be amended from time

t

o

t

ime shall

be included

on

t

he Company’s website and in

t

he Company’s annual proxy statement

t

o

t

he extent

required by applicable rules of the NYSE and the SEC.

7.

The Committee shall review at least annually the internal audit procedures

o

f

the Company and advise and make recommendations

t

o

t

he Board on auditing

practices and procedures.

8.

The Committee shall be solely responsible for (a)

t

he appointment,

compensation, oversight

(

including resolution

o

f

disagreements between management

and the Independent Auditors regarding financial

reporting) and termination of

t

he

Company’s Independent Auditors, who shall report directly to the Committee, and (b) the

approval

of all services to be provided

t

o

t

he Company by such Independent Auditors,

including

t

he pre-approval

of

(

i) all audi

t

ing services, including

t

he scope

o

f

the annual

audit, and (ii) any

permitted non-audi

t services to be performed for

t

he Company by the

Independent Auditors, subject to the requirements of applicable law. The Committee may

delegate

t

he authority to grant such pre-approvals to one or more Committee members

designated by

t

he Committee, provided

t

hat any matters so pre-approved shall be

presented to the full Committee at its next regular meeting.

9.

The Committee shall, no less

t

han annually, evaluate

t

he qualifications,

performance and independence

o

f

the Independent Auditors, including

t

he lead partner,

taking into account the opini

o

ns of management and the internal auditors. The Committee

shall present its conclusions to the Board.

10.

The Committee shall

establish clear policies for the Company’s hiring of

em

p

l

o

yees or fo

r

mer empl

o

yees

o

f

i

t

s Independent Auditors in accordance

w

i

t

h

applicable law and NYSE rules.

4

11.

The Committee shall discuss earnings press releases, as well as financial

information and earnings guidance provided to analysts and rating agencies. Such matters

may be discussed generally (e.g.,

t

ypes

o

f

i

n

f

o

r

mation and presentations) and need not

include specific releases or guidance.

12.

The Committee shall (a)

t

o

t

he extent it

determines appropriate, review

from

t

ime to time,

t

he expenses

o

f

the senior

o

fficers (and, if it

s

o desires, any

o

t

her

officers) of

t

he Company charged

t

o

t

he Company or any

o

f

its subsidiaries, and any

transactions between

t

he Company

or any

o

f

its subsidiaries and any

affiliate

o

f

the

Company and (b) at least annually,

r

e

v

i

e

w

t

hose related person transactions

t

hat are

required to be disclosed in the Company’s proxy statement.

13.

The Committee shall oversee, in light

o

f

the Company’s

r

isk profile,

t

he

Company’s policies

w

i

t

h

respect to risk assessment and

r

isk management, including (a)

t

he enterprise

r

isk management process, (b) legal and ethical compliance programs and

(c) material foreign currency

r

isk management strategies, jet fuel hedging strategies and

other material usage by

t

he Company or any

o

f

i

t

s

subsidiaries

o

f

hedges, options,

futures, swaps or

o

t

her derivative products or securities.

T

he Committee shall report to

t

he Board at least annually on its review of such policies.

14.

The Committee shall

r

e

v

i

e

w

w

i

t

h

management, including

t

he internal

auditors (as appropriate), and the Company’s

I

ndependent Auditors:

(a)

all cri

t

ical accounting policies and practices and any other materi

a

l

components

o

f

the Company’s financial

s

t

a

t

e

m

e

n

t

s

involving

management’s

judgment

or

estimates,

and

t

he

Independent

Auditors’ judgments about the quality

o

f accounting principles and

t

he clari

t

y

o

f

financial discl

o

sure practices used or proposed to be

used by the Company;

(b)

t

he alternative treatments

o

f

financial information

w

ithin generally

accepted accounting principles

t

hat have been discussed

w

i

t

h

management officials, ramifications

o

f

the use

t

hereof, and

t

he

treatment preferred by the

I

ndependent Auditors;

(c)

material

o

ff-balance sheet transactions, arrangements, obligations

and

o

t

her relationships

o

f

the Company

w

i

t

h

unconsolidated

entities or others

t

hat may have a material current or future effect

on

t

he

Company’s

financial

condi

t

ion,

c

h

a

n

g

e

s

in

financial

condi

t

ion, results

o

f

operations, liquidity,

capi

t

a

l

expenditures,

capi

t

a

l

resources

or

significant

components

o

f

revenue

or

expenses;

(d)

any material

changes in accounting policies or practices and

t

he

impact thereof on the Company’s financial statements;

(e)

t

he

interim

financial

statements

o

f

the

Company,

and

t

he

Company’s disclosures under “Management’s Discussion and

5

Analysis

o

f

Financial Condi

t

i

o

n

and Results of Operations” prior

to their being filed with the SEC;

(f)

t

he annual audited financial statements

o

f

the Company, and

t

he

Company’s disclosures under “Management’s Discussion and

Analysis

o

f

Financial Condi

t

i

o

n

and Results of Operations” prior

to

t

heir being filed

w

i

t

h

t

he SEC; based on this review,

t

he

Committee will recommend

t

o

t

he Board whether to include such

financial statements in

t

he Company’s annual report on Form 10-

K;

(g)

t

he effectiveness

o

f

the accounting and financial controls

o

f

the

Company and its subsidiaries,

t

he implementation

o

f

addi

t

i

o

nal or

improved internal control

procedures, any significant deficiencies

in the design or operation

o

f

internal controls

t

hat could adversely

affect

t

he Company’s abili

t

y

t

o record, process, summarize and

report financial data and any

material weaknesses in internal

controls; and

(h)

any fraud

t

hat involves management or other em

p

l

o

yees who have

a significant role in the Company’s internal controls.

15.

The Committee shall review with the Company’s Independent Auditors:

(a)

any report or recommendation of the Independent Auditors;

(b)

at least annually, a written report by

t

he Independent Auditors

describing

(

i)

t

heir internal

quali

t

y

control

procedures, (ii) any

material issues raised by

t

heir most recent internal quali

t

y-control

review,

peer

review

or

any

inquiry

or

investigation

by

governmental

o

r

professional authori

t

ies,

w

ithin

t

he preceding five

years, respecting one or more

o

f

their independent audits, and any

steps taken to deal

with any such issues,

(

iii)

(to assess the

independence

o

f

the

Independent

Auditors)

all

relationships

between the

I

ndependent Auditors and the Company, toge

t

her with

any

o

t

her matters required

t

o be included by

t

he applicable

requirements

o

f

the Public Company Accounting Oversight Board

regarding

t

he Independent Auditors’ communications

w

i

t

h

the

Committee concerning independence, and (iv) the nature and scope

o

f any disclosed relationships or professi

o

nal services;

(c)

t

he results

o

f

the annual audit,

t

he quarterly reviews

o

f

the

Company’s financial statements and any

o

t

her matters required by

t

he applicable requirements of

t

he Public Company Accounting

Oversight Board to be communicated by

t

he Independent Auditors

to the Committee;

6

(d)

t

he responsibilities, budget and staffing

o

f

the Company’s internal

audit function;

(e)

any audit problems or difficulties and management’s response; and

(f)

material

written

communications

between

t

he

I

ndependent

Auditors and

management,

such as

management

letters

and

schedules of unadjusted differences.

16.

The Committee shall prepare a report for inclusion in

t

he Company’s

annual proxy

statement which addresses

t

he matters required to be included

t

herein by

t

he rules of the SEC or NYSE as then in effect.

17.

The Committee shall periodically meet separately

w

i

t

h

management, with

t

he internal auditors and with the Independent Auditors to discuss issues or concerns that

warrant Committee attention.

18.

The Committee shall

r

e

v

i

e

w

t

he Company’s environmental policies and

standards, and such reports as it

may request from management or environmental

consultants or advisors, and shall periodically discuss wi

t

h

management and legal counsel

any material environmental

proceedings, claims or other contingencies and such

o

t

her

environmental matters affecting the Company or any of its subsidiaries as the Committee

shall from time to time determine appropriate or as the Board may specifically direct.

19.

The Committee shall establish procedures for the (a) receipt, retention and

treatment

o

f

c

o

mplaints received by

t

he Company regarding accounting, internal

accounting controls or audi

t

ing matters and

(

b) confidential, anonymous submission by

t

he Company’s em

p

l

o

yees

o

f

concerns regarding questionable accounting or auditing

matters.

Limitation of Committee’s Role

20.

Notwi

t

hstanding

t

he foregoing responsibilities, it

is not

t

he duty

of

t

he

Committee to plan or conduct audits or to determine

t

hat

t

he Company's financial

s

t

a

t

e

m

e

n

t

s

a

r

e complete and accurate and in accordance with generally accepted

accounting principles.

Miscellaneous

21.

The Committee shall fulfill such

o

t

her duties and responsibili

t

ies as

assigned to the Committee from time to time by the Board.

22.

The Committee shall regularly report on its activities to

t

he Board and

shall provide

t

he Board

w

i

t

h

such information as

t

he Board may from

t

ime to time

request.

23.

In performing its duties hereunder, the Committee shall have the authori

t

y

to retain and terminate such outside legal, accounting or other advisors as it

shall deem

7

necessary to carry out its duties hereunder, wi

t

hout seeking further approval of the Board,

and

t

he Company shall provide for appropriate funding

t

herefor and for payment

o

f

compensation to the Independent Auditors, as determined by the Committee.