Audit Committee Charter Clean

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• Publié par: Phyon
• Nombre de lectures: 6
• Langue: English

Extrait

AUDIT COMMITTEE CHARTER OF DELHAIZE GROUP A. Purpose. The Audit Committee is appointed by the Board of Directors (“Board”) of Delhaize Group (the “Company”) to (a) assistthe Board in monitoring (i) theintegrity of the financial statements of the Company, (ii) theCompany’s compliance with legal and regulatory requirements, (iii) thestatutory auditor’s qualification and independence, and (iv) theperformance of the Company’s internal audit function and  statutoryauditor, and (b) Prepareany Audit Committee report required by applicable law to be included in any annual report of the Company

B. Organization. 1. TheAudit Committee shall consist of at least three directors, each of whom shall satisfy the independence and experience requirements of Belgian and U.S. law and the New York Stock Exchange and any other laws and regulatory requirements applicable to membership on the Audit Committee.Each member of the Audit Committee shall have accounting or related financial management expertise and at least one member shall be a financial expert as mandated by Section 407 of the U.S. Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules promulgated thereunder.The members of the Audit Committee shall be appointed by the Board on the recommendation of the Governance Committee.The members of the Audit Committee shall elect the Chairman of the Committee, unless the Chairman was previously appointed by the Board. The Audit Committee may form and delegate authority to a subcommittee when appropriate. 2. Themembers of the Audit Committee are appointed by the Board for renewable three-year terms and until their successors are appointed and shall qualify or until their earlier death; resignation, removal or disqualification from the Audit Committee; or termination (by expiration, resignation, removal or disqualification) of their respective mandates as a Board member.

C. Meetingsand Committee Resources. 1. TheAudit Committee shall meet at least four times a year, when convened by its Chairman. Unlessotherwise required by law, a Committee quorum shall consist of a majority of the members.A majority of the members of the Committee present at the meeting may authorize any action at a Committee meeting; provided, however, that action without a meeting requires approval of each member of the Committee.Unless otherwise required by law, the members of the Audit Committee may participate in a Committee meeting by, or conduct the meeting through the use of, any means of communication by which all members of the Committee participating may simultaneously hear each other during the meeting. 2. TheAudit Committee shall have the authority to retain special legal, accounting or other consultants to advise the Committee.The Audit Committee may request any officer or associate of the Company or the Company’s outside counsel or statutory auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. 3. TheCompany shall provide appropriate funding for the Audit Committee’s activities, as determined by the Audit Committee, including the fees of the advisors to Committee such as lawyers and consultants.The fees of the statutory auditor to be submitted to the shareholders for approval will be recommended to the Board by the Audit Committee. D. Responsibilities. The Audit Committee shall: Review of Financial Statements and Other Documents and Reports 1. Reviewand reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. 2. Reviewwith management and the statutory auditor (separately, as appropriate) the draft annual audited financial statements and the draft half-yearly financial statements prior to the meetings of the Board, during which such drafts are to be approved, including (a), with respect to the annual financial statements, the Company’s disclosures under “Operating and Financial Review and Prospects” of its Form 20-F, (b) all critical accounting policies and practices used, (c) all alternative treatments of financial information within generally accepted accounting principles that the statutory auditor has discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the statutory auditor, (d) all significant deficiencies and material weaknesses in the design or operation of the Company’s internal accounting controls which could adversely affect the Company’s ability to record, process, summarize, and report financial data, and (e) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal accounting controls.

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3. Reviewgenerally with management the type and presentation of information to be included in earnings press releases, as well as financial information and earnings guidance provided to analysts and rating agencies. 4. Reviewthe significant reports to management prepared by the internal auditing department and management’s responses thereto. 5. Reviewwith management and the statutory auditor any correspondence with regulators or governmental agencies and any employee complaints or published reports which raise material issues regarding the Company’s financial statements or accounting policies. 6. Reviewthe annual report of management’s assessment of internal controls required by Section 404 of the Sarbanes-Oxley Act and the rules promulgated thereunder. 7. Establishprocedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, as well as for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. Statutory Auditor 8. Haveauthority and responsibility for considering and recommending the nomination, 1 compensation, retention and termination of the statutory auditor, as well as the oversight of the statutory auditor, in accordance with and subject to requirements of Belgian and U.S. law and the New York Stock Exchange and any other applicable laws and regulatory requirements.Pursuant to Belgian Law and the Company’s articles of association, the statutory auditor is appointed by the shareholders for a renewable term of three years.The statutory auditor shall report directly to the Audit Committee. Thestatutory auditor is ultimately accountable to the Company for such auditor’s review of the financial statements and controls of the Company. 9. Inconnection with monitoring the independence and performance of the statutory auditor: a. Atleast annually, obtain, and review a report by the statutory auditor describing the following: (i) the audit firm’s internal quality-control procedures; (ii) 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, and any

1 Explanatory Note:The SEC indicated that the requirement of having the audit committee retain the outside auditor should not conflict with any governing law, contract or home country requirement that requires shareholders to ultimately elect, approve or ratify the selection of the issuer’s outside auditor. Given the requirements of Belgian law, the Delhaize Group Audit Committee can be provided only with advisory powers (including the power to submit nominations to the board) with respect to nomination, compensation, retention and termination of the outside auditor.

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steps taken to deal with any such issues; and (iii) (to assess the auditor’s independence) all relationships the auditor and its affiliates have with the Company and its affiliates (including a description of all non-audit services performed and the fee paid for such non-audit services). b. Discusssuch reports with the statutory auditor, and, with respect to Section D.9.a(iii) above, consider whether the provision of non-audit services is compatible with maintaining the auditor’s independence and, if so determined by the Audit Committee, recommend that the Board take appropriate action to satisfy itself of the independence of the statutory auditor. c. Afterreceiving the report specified in Section D.9.a above, review and evaluate the lead partner of the statutory auditor, and assure the regular rotation of the lead audit partner at least every five years as required by law. d. Reviewand, as appropriate, approve the retention of the statutory auditor for any non-audit service, and approve the fee and terms of such service. Accounting and Auditing Practices and Compliance 10. Meetwith the statutory auditor prior to the audit to review the planning and staffing of the audit. 11. Annuallyreview with the statutory auditor, without the presence of management, any problems or difficulties the auditor may have encountered in the course of the performance of its duties and any management letter provided by the auditor and the Company’s response to that letter.Such a review shall include a discussion of: a. anydifficulties 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; b. anychanges required in the planned scope of the internal audit; and c. theinternal audit department responsibilities, budget, and staffing. 12.Prepare any Audit Committee report required by applicable law to be included in any annual report of the Company . 13. Reviewmajor changes to the Company’s auditing and accounting principles and practices as suggested by the statutory auditor, internal auditors, or management. 14. Setclear policies for the Company’s hiring of employees or former employees of the statutory auditor. 15. Reviewwith management and the statutory auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.

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16. Meetperiodically with management to review the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures. 17. Reviewwith 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. 18. Inaddition to meeting separately and periodically with the statutory auditor and management, as described above, meet separately and periodically with the internal auditors. General 19. Distributeminutes of all meetings of the Audit Committee to, and discuss the matters discussed at each Audit Committee meeting with, the Board and the Chief Executive Officer. 20. Assessits performance of the duties specified in this charter annually and report its findings to the Board of Directors. 21. Inthe event there is a conflict between the rules contained in this charter and the rules contained in the Internal Rules Relating To The Nominating and Governance Committees of Delhaize Group, the rules contained in this charter shall control. While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company's financial statements are complete and accurate and in accordance with generally accepted accounting principles. This is the responsibility of management and the statutory auditor. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the statutory auditor or to assure compliance with laws and regulations and the Company's Code of Business Conduct and Ethics.

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