Policy Page 1 of 4 Effective Date: 19 APR Employment of Current or Former Employees of Independent Audit Firm

Transcription

1 Rockwell Collins RC-FIN-POL-116 Policy Page 1 of 4 Employment of Current or Former Employees of Independent Audit Firm Policy Statement This policy establishes requirements for employment of current or former employees of the Company s independent audit firm (currently Deloitte & Touche LLP). Applicability Locations: Business Units: All All Revision Summary Reviewed and received annual approval. Added Vice President & Controller, Interior Systems role. Changes are highlighted in bold. Document number updated to intranet-supported nomenclature from RC-FIN-POL-01:16 to RC-FIN-POL-116. Replaces RC-FIN-POL-01:16 dated 20 APR Definitions 1.1 cooling-off period A period of time during which the current or former independent auditor employee was not actively engaged in the audit of the Company s consolidated financial statements. 1.2 Financial Reporting Oversight Role A role in which a person is in a position to or does exercise influence over the contents of the Company s financial statements or anyone who prepares them. In this context, financial statements refers to the consolidated financial statements of the Company, and does not refer to financial statements of wholly-owned subsidiaries, joint ventures, benefit plans, or other special-purpose financial statements. Section 3.1 lists the positions the Company has deemed Financial Reporting Oversight roles. 1.3 independent auditor The external public accounting firm selected to audit the Company s consolidated financial statements to ensure conformity with U.S. Generally Accepted Accounting Principles (GAAP) and assess the effectiveness of the Company s internal controls over financial reporting. Deloitte & Touche LLP currently serves as the Company s independent auditor. 1.4 Sarbanes-Oxley Act The Sarbanes-Oxley Act of 2002, including any interpretations or related rules issued by the Securities and Exchange

2 RC-FIN-POL-116 Page 2 of 4 Commission (SEC) or the Public Company Accounting Oversight Board (PCAOB). 2.0 General 2.1 The Sarbanes-Oxley Act increased requirements for the oversight of the engagement of independent auditors. As a result, the Securities and Exchange Commission enhanced its rules relative to the employment of current and former independent auditor employees to ensure that external auditors remain independent of their audit clients. 2.2 If the independent auditor s independence is impaired, consequences include the resignation of the independent audit firm from their engagement to audit the Company s financial statements. 2.3 This policy establishes the Company s requirements to ensure compliance with relevant SEC rules and other authoritative pronouncements to maintain auditor independence when hiring current or former employees of our independent auditor. 3.0 Responsibilities and Actions 3.1 Requirements for Financial Reporting Oversight Roles The Company has deemed the following positions Financial Reporting Oversight Roles: a. Members of the Board of Directors, b. Chief Executive Officer and President, c. Chief Financial Officer, d. Chief Operating Officer, e. Sr. Vice President, Information Management Services, f. Sr. Vice President, International & Service Solutions, g. General Counsel, h. Vice President, Finance & Corporate Controller, i. Treasurer, j. General Auditor, k. Vice President, Tax,

3 l. Vice President, Financial Planning & Analysis, m. Vice President & Controller, Commercial Systems, n. Vice President & Controller, Government Systems, o. Vice President & Controller, Interior Systems, p. Controller, Information Management Services, q. Controller, International and Service Solutions, r. Vice President, Investor Relations, RC-FIN-POL-116 Page 3 of 4 s. Director/Sr. Director, Financial Planning & Analysis, and t. All External Financial Reporting positions The Company may hire a current or former independent auditor employee into a Financial Reporting Oversight Role only when all of the following criteria are met: a. The current or former independent auditor employee provided less than ten hours of service in support of the Company s audit engagement during the annual audit period, and b. The current or former independent auditor employee has completed a cooling-off period of at least one year, and c. The independent auditor has completed one annual audit subsequent to the inclusion of the current or former independent auditor employee as a member of the Company s audit engagement team If all of the above criteria are not met, the Company shall not hire any employee or former employee of its independent auditor for a financial reporting oversight role The Chief Financial Officer or Vice President, Finance & Corporate Controller shall monitor the job responsibilities of individuals who were employed by the independent auditor within the last two (2) years who were extended and have accepted employment offers for roles within the Company that are not deemed Financial Reporting Oversight Roles to ensure the individuals do not perform functions of the Financial Reporting Oversight Roles until the required cooling-off period has expired.

4 RC-FIN-POL-116 Page 4 of Approvals for Employment Offers Before an employment offer for any role at the Company is extended to any current or former independent auditor employee who has provided any services to the Company within the last two (2) years, the Chief Financial Officer or Vice President, Finance and Corporate Controller must grant prior approval to confirm compliance with this policy Before an employment offer is extended to any current or former independent auditor employee if the offer relates to a Financial Reporting Oversight Role and the individual provided services to the Company within the last two (2) years, the Audit Committee must grant prior approval to confirm compliance with this policy The Chief Financial Officer or the Vice President, Finance & Corporate Controller should discuss with the independent auditor s lead client service partner any employment opportunities with the Company for a current employee of the independent auditor or a former employee who has been employed by the independent auditor within the last two (2) years. 3.3 Timing of Employment Offers To enable timely completion of the independent auditor engagement efforts, no current employee of the independent auditor that participated in an audit capacity during the annual audit of the Company s consolidated financial statements within the last two (2) years should be solicited for employment opportunities between the dates of August 1st and November 15th of each year If a current employee of the independent auditor that participated in an audit capacity during the annual audit of the Company s consolidated financial statements within the last two (2) years expresses interest in an employment opportunity with the Company between August 1 and November 15, the independent auditor employee should be informed that they will not be considered for any employment opportunities until after November 15.

5 The printed copy of this document is current as of the day it is printed. Subsequent use of this printed document requires date verification on the Intranet.