Audit Committee Charter

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• Publié par: Vowyong
• Nombre de lectures: 18
• Langue: English

Extrait

TECUMSEH PRODUCTS COMPANY
Audit Committee

CHARTER

Adopted by the Board of Directors: August 26, 2008

Purpose

The purpose of the Committee shall be to assist the Board of Directors of Tecumseh
Products Company (the “Company”) in its oversight of:

• management’s conduct of the Company’s financial reporting process;
• the integrity of the financial statements of the Company;
• the Company’s compliance with legal and regulatory requirements,
including the requirements of the Sarbanes-Oxley Act of 2002;
• the independence and qualifications of the outside auditor; and
• the performance of the Company’s internal audit function and outside
auditor (by reviewing the financial reports and other financial information
provided by the Company to any governmental or regulatory body, the
public or other users thereof, the Company’s systems of internal
accounting and financial controls, and the annual independent audit of the
Company’s financial statements).
In discharging its oversight role, the Committee is empowered to investigate any matter
brought to its attention with full access to all books, records, facilities and personnel of
the Company and the power to retain outside counsel, auditors or other experts for this
purpose. The Company shall provide adequate resources to support the Committee’s
activities, including compensation of the Company’s independent auditor and any
counsel, other auditors and other advisors retained by the Committee. The Committee
shall have the sole authority to retain, compensate, direct, oversee and terminate the
Company’s independent auditor and any counsel, other auditors and other advisors hired
to assist the Committee, who shall be accountable ultimately to the Committee. The
Board and the Committee are in place to represent the Company’s shareholders;
accordingly, the outside auditor is ultimately accountable to the Board and the
Committee. The Committee may request any officer or employee of the Company or the
Company’s outside counsel or outside auditor to attend a meeting of the Committee or to
meet with any members of, or consultants to, the Committee.



NY2:\1878795\04\149_R04!.DOC\77042.0003 Authority and Responsibility

The Committee’s job is one of oversight, and it recognizes that the Company’s
management is responsible for preparing the Company’s financial statements and that the
outside auditor is responsible for auditing those financial statements. Additionally, the
Committee recognizes that financial management (including the internal audit staff), as
well as the outside auditor, have more time, knowledge and more detailed information on
the Company than do Committee members; consequently, in carrying out its oversight
responsibilities, the Committee is not providing any expert or special assurance as to the
Company’s financial statements or any professional certification as to the outside
auditor’s work.

The functions set forth below shall be the common recurring activities of the Committee
in carrying out its oversight purpose. These functions are set forth as a guide with the
understanding that the Committee may divert from this guide as appropriate given the
circumstances. The Committee is authorized to carry out these activities and other actions
reasonably related to the Committee’s purposes or assigned by the Board from time to
time.

The Committee may form, and delegate any of its responsibilities to, a subcommittee so
long as such subcommittee is solely comprised of one or more members of the
Committee and such delegation is not otherwise inconsistent with law and applicable
rules and regulations of the SEC and the Nasdaq Stock Market.

Responsibilities Relating to Independent Registered Public Accounting Firms

1. The Committee, in its capacity as a committee of the Board, shall have the
ultimate authority and responsibility for the selection, appointment,
compensation, retention or termination, and oversight of any registered public
accounting firm the Company engages for the purpose of preparing or issuing an
audit report or performing other audit, review, or attest services (referred to in this
charter as the “outside auditor”). The responsibilities include resolution, as
appropriate, of financial reporting disputes between management and the outside
auditor, and ensuring the direct reporting relationship of the outside auditor to the
Committee.

2. The Committee, as a whole or through the Committee Chair, shall have the sole
authority to approve all audit engagement fees and terms, as well as the authority
to pre-approve any audit-related and nonaudit services provided to the Company
by the Company’s outside auditor.

3. In connection with evaluating the outside auditor’s independence, the Committee
shall:

NY2:\1878795\04\149_R04!.DOC\77042.0003 2 • review and evaluate the lead partner of the outside auditor team, and
ensure the rotation of the lead audit partner having primary responsibility
for the audit and the audit partner responsible for reviewing the audit, as
required by law;
• annually obtain from and review with the Company’s outside auditor a
formal statement from the outside auditor delineating all relationships,
financial interests, investments, arrangements or non-audit consulting
services being performed which could impair or give the appearance of
impairing the auditor’s independence. In assessing auditor independence,
the Committee will rely primarily on sound business judgment and the
guidelines established for auditor independence by Rule 2-01 of the SEC’s
Regulation S-X (which may be amended from time to time) and other
generally accepted standards or pronouncements which may govern or
define standards of auditor independence;
• actively engage in a dialogue with the outside auditor with respect to any
such disclosed relationships and services, and their impact on the outside
auditor’s independence and objectivity; and
• recommend that the Board take appropriate action in response to the
outside auditor’s report to satisfy itself of the auditor’s independence.
4. The Committee shall obtain and review at least annually a formal written report
from the outside auditor delineating the firm's internal quality-control procedures
and any material issues raised within the preceding five years by the firm's
internal quality-control reviews, by peer reviews of the firm, or by any
governmental or other inquiry or investigation relating to any audit conducted by
the firm. The Committee will also review steps taken by the firm to address any
findings in any of the foregoing reviews.

5. The Committee shall set policies for the hiring of employees or former employees
of the Company’s outside auditor.

Responsibilities Relating to Financial Reporting Practices and Audit Procedures

6. The Committee shall review the Company’s financial reporting practices,
including its critical accounting policies and practices, significant changes in such
policies or practices or in their application, and the key accounting decisions
affecting the Company’s financial statements, including alternatives to, and the
rationale for, the decisions made.

7. The Committee shall meet with the outside auditor prior to the audit to review the
proposed audit plan, budget, scope and approach, including coordination of the
audit effort with internal audit.
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8. The Committee shall discuss with management and the outside auditor, as
appropriate, any audit problems or difficulties, including any restrictions on the
scope of the outside auditor’s activities or on access to requested information, and
any significant disagreements with management, and management’s response.
Among the items the Committee may want to review with the outside auditor are:

• any accounting adjustments that were noted or proposed by the outside
auditor 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 outside auditor to the Company.
Responsibilities Relating to Financial Statements and Other Public Reports

9. The Committee shall discuss with management and the outside auditor the annual
audited financial statements and quarterly financial statements, including
disclosures made in management’s discussion and analysis, as well as matters
required to be reviewed under applicable legal, regulatory or Nasdaq
requirements. In connection therewith:

• The Committee shall review with management and the outside auditor the
audited financial statements to be included in the Company’s Annual
Report on Form 10-K (or the Annual Report to Shareholders if distributed
prior to the filing of Form 10-K) and review and consider with the outside
auditor the matters required to be discussed by Statement of Auditing
Standards (“SAS”) No. 61, as amended.
• As a whole, or through the Committee Chair, the Committee shall review