Roper Audit Committee#B00EB

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• Publié par: Mochag
• Nombre de lectures: 7
• Langue: English

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AUDIT COMMITTEE CHARTER
I. Composition of the Audit Committee: The Audit Committee of Roper Industries, Inc. (the
“Company”) shall be comprised of at least three directors, each of whom the Board has
determined has no material relationship with the Company and each of whom is otherwise
“independent” under the rules of the New York Stock Exchange, Inc. and the Securities and
Exchange Commission (the “SEC”). The Board shall also determine that each member is
“financially literate”, and that one member of the Audit Committee has “accounting or related
financial management expertise”, as such qualifications are interpreted by the Board of Directors
in its business judgment.
No director may serve as a member of the Audit Committee if such director serves on the audit
committees of more than two other SEC reporting companies, unless the Board of Directors
determines that such simultaneous service would not impair the ability of such director to
effectively serve on the Audit Committee, and discloses this determination in the Company’s
annual proxy statement. No member of the Audit Committee may be an affiliated person of the
Company or receive any compensation from the Company other than (i) director’s fees, which
may be received in cash, stock options or other in-kind consideration ordinarily available to
directors; (ii) a pension or other deferred compensation for prior service that is not contingent on
future service; and (iii) any other regular benefits that other directors receive.
Members shall be appointed by the Board based on nominations recommended by the Corporate
Governance and Nominating Committee, and shall serve at the pleasure of the Board and for such
term or terms as the Board may determine.
II. Purposes of the Audit Committee: The function of the Audit Committee is oversight. The
purposes of the Audit Committee are to:
1. assist the Board in oversight of (i) the quality or integrity of the Company’s financial
statements, (ii) the Company’s structure for compliance with legal and regulatory
requirements, (iii) the performance and independence of the Company’s independent
auditors, and (iv) the performance of the Company’s internal audit function; and
2. prepare the report required to be prepared by the Audit Committee pursuant to the SEC’s
proxy rules for inclusion in the Company’s annual proxy statement.
The management of the Company is responsible for the preparation, presentation and integrity of
the Company’s financial statements. Management and the internal auditing department are
responsible for maintaining appropriate accounting and financial reporting principles and policies
and internal controls and procedures that provide for compliance with accounting standards and
applicable laws and regulations. The independent auditors are responsible for planning and
carrying out a proper audit of the Company’s annual financial statements, reviews of the
Company’s quarterly financial statements prior to the filing of each quarterly report on Form 10-
Q, and other procedures. In fulfilling their responsibilities hereunder, it is recognized that
members of the Audit Committee are not employees of the Company and are not, and do not
represent themselves to be, accountants or auditors by profession or experts in the field of
accounting or auditing including in respect of auditor independence. As such, it is not the duty or
responsibility of the Audit Committee or its members to conduct “field work” or other types of
auditing or accounting reviews or procedures or to set auditor independence standards.
1The independent auditors for the Company are accountable to the Board and the Audit
Committee, as representatives of the shareholders. The Company’s independent auditors shall
report directly to the Audit Committee.
At least annually, the Audit Committee shall obtain and review a report by the independent
auditors (the “Auditors’ Statement”) describing: the auditors’ internal quality-control procedures;
any material issues raised by the most recent internal quality-control review, or peer review, of
the independent auditors, 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 independent auditors, and any steps taken to deal with any such issues; and (in order to
assess the auditors’ independence) all relationships between the auditors and the
Company, including, at a minimum, each non-audit service provided to the Company and the
matters set forth in Independence Standards Board No. 1.
The independent auditors shall also submit to the Company annually a formal written statement
of the aggregate fees billed for each of the following categories of services rendered by the
independent auditors: (i) the audit of the Company’s annual financial statements for the most
recent fiscal year, the review of the financial statements included in the Company’s Quarterly
Reports on Form 10-Q for that fiscal year and services provided in connection with statutory and
regulatory filings or engagements for that fiscal year; (ii) services for the most recent fiscal year
reasonably related to the performance of the audit or review of the financial statements, other than
those stated under category (i) above (separately identifying the nature of the services comprising
these fees); (iii) professional services for tax compliance, tax advice, and tax planning (separately
identifying the nature of the comprising these fees); and (iv) all other products and
services provided by the independent auditors for the most recent fiscal year, in the aggregate and
by each service.
III. Meetings of the Audit Committee: The Audit Committee shall meet once every fiscal quarter,
or more frequently if circumstances dictate, (i) to discuss with management and the independent
auditors the annual audited financial statements and quarterly financial statements, (including the
Company’s disclosures under Management’s Discussion and Analysis of Financial Condition and
Results of Operations), and (ii) to discuss the Company’s earnings press releases and financial
information and earnings guidance provided to analysts, rating agencies and other third parties.
Discussions of press releases, financial information and earnings guidance referred to in
clause (ii) may be done on a general basis (for example, by discussing the types of information to
be disclosed and the type of presentations to be made), rather than by discussing in advance
specific releases and communications. In such discussions, the Audit Committee shall pay
particular attention to any use of “pro-forma” or “adjusted” non-GAAP information. Periodically
the Audit Committee should meet separately with management, the director of the internal
auditing department (or other personnel for the internal auditing function) and the independent
auditors to discuss any matters that the Audit Committee or any of these persons or firms believe
should be discussed privately. The Audit may request any officer or employee of the
Company or the Company’s outside counsel or independent auditors to attend a meeting of the
Audit Committee or to meet with any members of, or consultants to, the Audit Committee.
Members of the Audit Committee may participate in a meeting of the Audit Committee by means
of conference call or similar communications equipment by means of which all persons
participating in the meeting can hear each other.
2IV. Duties and Powers of the Audit Committee: To carry out its purposes, the Audit Committee
shall have the following duties and powers:
1. with respect to the independent auditor,
(i) to appoint, compensate, retain and oversee the work of any registered public
accounting firm engaged for the purpose of preparing or issuing any audit report or
performing other audit, review or attest services for the Company, including
resolution of any disagreements between management and the auditors regarding
financial reporting;
(ii) to approve all audit engagement fees and terms, as well as pre-approval of all non-
audit engagements;
(iii) to ensure that the independent auditors prepare and deliver annually an Auditors’
Statement (it being understood that the independent auditors are responsible for the
accuracy and completeness of the Auditors’ Statement), and to discuss with the
independent auditors any relationships or services disclosed in the Auditors’
Statement that may impact the quality of audit services or the objectivity and
independence of the Company’s independent auditors ;
(iv) if applicable, to consider whether the independent auditors’ provision of (a) audit-
related services, (b) tax compliance, tax advisory or tax planning services, or (c)
other non-audit services to the Company is compatible with maintaining the
independence of the independent auditors;
(v) after reviewing the Auditors’ Statement and the independent auditor’s work
throughout the year, evaluate the qualifications, performance and independence of
the independent auditors (or other personnel responsible for the independent audit
function);
(vi) in making the evaluations described in (v) above, to ensure the rotation of the lead
audit partner and the reviewing partner as required by law, discuss with management
the timing and process for implementing the rotation, and consider whether there
should be a regular rotati