Audit Committee Performance Evaluation

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1 Audit Committee Performance Evaluation The following Deloitte & Touche LLP ( Deloitte & Touche ) questionnaire can be used to assist in the self-assessment of an audit committees performance. The questionnaire is based on emerging practices identified through our review of public remarks and publications of organizations such as Financial Executives International, the American Institute of Certified Public Accountants, the Securities and Exchange Commission, and the National Association of Corporate Directors. Emerging practices were also identified from the marketplace observations of our client service professionals. The performance evaluation process for audit committees has many facets, and members are encouraged to consider other resources, including the Deloitte & Touche Audit Committee Checklist for New Sarbanes-Oxley and NYSE and NASDAQ Listing Requirements, the Deloitte & Touche Financial Literacy Self-Assessment Tools, and The AICPA Audit Committee Toolkit. When completing the performance evaluation, the following process may be employed: 1. Select a coordinator and establish a timeline for the evaluation process. 2. Identify those individuals who interact with the audit committee members and who can provide feedback. 3. Select the appropriate rating that most closely reflects the audit committee s performance related to each practice. 4. Completed evaluations should be provided to the evaluation coordinator for consolidation into a summarized document. For each of the following statements, select a number between 1 and 5, with 1 indicating that you strongly disagree, and 5 indicating that you strongly agree with the statement. Select 0 if you do not have enough knowledge or information to rank your organization on a particular statement. Circle one number for each statement Composition & Quality Potential board members are identified with explicit consideration being given to the candidate s qualifications for serving on the audit committee. Sources acting independent of management (e.g. independent board members assisted by an outside search firm) have been utilized to identify qualified audit committee members. Members have the appropriate predefined qualifications to meet the objectives of the audit committee s charter, including appropriate financial literacy. Audit committee members have differing perspectives due to a diversity of experiences and backgrounds. The audit committee demonstrates integrity, credibility, trustworthiness, willingness to actively participate, industry knowledge, ability to constructively handle conflict, interpersonal skills, and proactiveness. The level of independence of the audit committee is acceptable. The audit committee reviews its charter annually to determine whether its responsibilities are adequately described. The audit committee ensures compliance with corporate governance regulations and guidelines. The audit committee has developed a continuing education program to enhance its members understanding of relevant auditing, accounting, regulatory, and industry issues. New audit committee members are provided with an orientation program to educate them on the company and their responsibilities. The audit committee, in conjunction with the nominating committee (or its equivalent) as appropriate, creates a succession plan for audit committee members, including the audit committee chair. 1

2 Understanding the Business, Including Risks The audit committee considers the pressures on management that may impact the quality of financial reporting (e.g. earnings targets, compensation plans, and performance measures). The audit committee considers the significant risks faced by the company. Examples include (but are not limited to): Regulatory requirements Concentrations (e.g. suppliers and customers) Competitive trends Financing/liquidity needs Financial exposures Business continuity Company reputation Management provides the audit committee with reports that include benchmarking information (that compares the company s financial performance and ratios with industry competitors) and explanations for areas that differ significantly. Process & Procedures The audit committee regularly reports to the board of directors. The audit committee dedicates appropriate time and resources to execute its responsibilities. The audit committee participates in the development of a calendar and agenda to ensure that responsibilities are met. Members have the option to influence meeting agendas in order to address emerging issues. The audit committee encourages input on the meeting agenda from management, the internal auditor, the external auditor, and the board of directors. The agenda and related information (e.g. prior meeting minutes, press releases, financial statements) are circulated in advance of meetings, to allow members sufficient time to study and understand the information. Meetings are held at least quarterly. The audit committee has private executive sessions with management, internal audit and external audit. The written materials provided to audit committee members are appropriately balanced (i.e. relevant and concise). If a whistleblower hotline exists, the audit committee reviews the log of incoming calls. 2

3 Communications and Information The tone at the top set by the audit committee promotes organizationwide awareness of corporate ethics, quality financial reporting, and strong internal controls. The level of openness between members of the audit committee and other board members is acceptable. The level of openness between the audit committee and relevant parties (management, internal audit, and external audit) is acceptable. For matters that require specialized expertise, the audit committee engages external parties as appropriate. The audit committee receives information from management related to changes in the organization on a timely basis. The audit committee receives and analyzes information from management on significant industry trends, analyst estimates and variations from budget. Members are made aware of communications received from agencies (e.g. governmental or regulatory) relating to areas of alleged violations or areas of non-compliance. Members periodically visit company locations to conduct on-site meetings with key members of management. Oversight of the Financial Reporting Process, Including Internal Controls The audit committee considers the quality and appropriateness of financial accounting and reporting. The audit committee reviews proxies and other filings. The audit committee oversees management s procedures for enforcing the company s code of conduct. The audit committee oversees the organization s whistleblower process. The audit committee considers the transparency of disclosures. The audit committee reviews the company s accounting policies. The audit committee has sufficient understanding of management s process of developing and summarizing financial information (quarterly and annually). The audit committee has a process for the review of significant issues prior to quarterly and annual earnings releases (i.e. with management and the external auditors). The audit committee understands and approves the process used by management to identify related-party transactions. The audit committee considers the transparency of related-party disclosures. The audit committee has a process to review earnings releases (including pro forma or non-gaap information, and other financial information or earnings guidance) given to third parties. The audit committee reviews the processes related to financial statements certifications made by the CEO and CFO. 3

4 Oversight of the Financial Reporting Process, Including Internal Controls (Continued) The audit committee receives sufficient information to evaluate the organization s system of internal controls (e.g. financial reporting and disclosure controls, operation controls, and compliance controls). The audit committee oversees the organization s external financial reporting and internal control over financial reporting. The audit committee evaluates the internal control testing conducted by management, the internal auditors, and external auditors to assess the process of reasonably detecting internal control issues or fraud. The audit committee believes that management s scope of internal control testing adequately supports its internal control assessment (as required by Section 404 of the Sarbanes-Oxley Act). If management s assessment of internal controls resulted in the identification of significant deficiencies or material weaknesses, plans to address these issues are reviewed by the audit committee. The audit committee makes inquiries of the appropriate parties (external auditor, internal auditor and management) on the depth of experience and sufficiency of staff. The audit committee reviews the management recommendation letters written by the auditors (external and internal) to ensure that all significant matters raised are addressed. The audit committee evaluates management s action plans as applicable (i.e. to address internal control deficiencies and related corrective actions). The audit committee takes action to ensure resolution when there are instances of repeat comments from auditors and others about internal controls. Adjustments to the financial statements that resulted from the audit process are reviewed by the audit committee, regardless of whether they were recorded by management. The audit committee is consulted when management is seeking a second opinion on an accounting or auditing matter. Oversight of Audit Functions The audit committee evaluates the coordination of work between the auditors (external and internal) to ensure that they appropriately address their different areas of responsibility. The audit committee regularly reviews the internal audit function (e.g. the charter, audit plan, budget, compliance, and staff quality and continuity). The audit committee oversees the role of the internal audit director from selection to termination (e.g. appointment, evaluation, compensation and retention). The audit committee approves the reporting relationships of the internal audit director. The audit committee oversees the role of the external auditors from selection to termination (e.g. appointment, oversight, evaluation, retention, and approval of services). 4

5 Oversight of Audit Functions (Continued) The audit committee reviews the appropriateness of the audit fees paid to the external auditor. The audit committee comprehensively reviews management s representation letters to the external auditors (including making inquiries about any difficulties obtaining the representations). The audit committee assesses the overall independence of the external auditor. The audit committee pre-approves any internal control-related service provided by the external auditor. The audit committee considers the scope of non-audit services provided by the external auditor in determining the external auditor s independence. The audit committee reviews other professional services (e.g. consulting, legal and tax strategy services) provided by outside consultants. 5

6 If you would like to benchmark your audit committee s self-assessment, please complete the following questions and provide the final performance evaluation to a Deloitte & Touche partner, principal, or director. Responses will be accumulated with the results of other companies using our proprietary DeloitteDEX methodology, and you will be provided with a benchmark summary. Other Questions Name of organization responding to survey: Deloitte & Touche partner, principal, or director submitting the form: Which of the following industry sector classifications best describes your organization? Aviation & transportation Insurance Banking Consumer Business Energy Resources Gaming & casinos Government Health care and life sciences Higher education Investment management services Manufacturing Not-for-profit Publishing, media & enertainment Real estate (including construction) Technology Telecommunications What was your organization s total volume of sales in US Dollars last fiscal year? Under $1 million $1 - $10 million $10 - $50 million $50 - $100 million $100 - $150 million Is the company a SEC registrant? $150 - $250 million $250 - $500 million $500 million - $1 billion $1 - $10 billion Over $10 billion Yes No 6

7 Disclaimer for the Audit Committee Performance Evaluation This Audit Committee Performance Evaluation (the Performance Evaluation ) is limited in nature, and does not comprehend all matters relating to audit committee effectiveness that might be pertinent to your self-assessment. Deloitte & Touche LLP ( Deloitte & Touche ) makes no representative as to the sufficiency of this Performance Evaluation for your purposes, and, by means of the Performance Evaluation, it is not rendering professional advice or services. This Performance Evaluation should not be used as a basis for any decision that may affect your business. Deloitte & Touche does not assume any obligations as a result of your access to this Performance Evaluation. Information derived from the responses to this Performance Evaluation (other than company identifiable information) may be shared by us with other companies, and we are not responsible for the disclosure or use of such information by such companies. This Performance Evaluation is solely for your informational purposes and internal use and you will not disclose it to any other person or entity. Powered by DeloitteDEX Benchmarking About Deloitte Deloitte refers to one or more of Deloitte Touche Tohmatsu, a Swiss Verein, its member firms, and their respective subsidiaries and affiliates. Deloitte Touche Tohmatsu is an organization of member firms around the world devoted to excellence in providing professional services and advice, focused on client service through a global strategy executed locally in nearly 150 countries. With access to the deep intellectual capital of 120,000 people worldwide, Deloitte delivers services in four professional areas audit, tax, consulting, and financial advisory services and serves more than one-half of the world s largest companies, as well as large national enterprises, public institutions, locally important clients, and successful, fast-growing global growth companies. Services are not provided by the Deloitte Touche Tohmatsu Verein, and, for regulatory and other reasons, certain member firms do not provide services in all four professional areas. As a Swiss Verein (association), neither Deloitte Touche Tohmatsu nor any of its member firms has any liability for each other s acts or omissions. Each of the member firms is a separate and independent legal entity operating under the names Deloitte, Deloitte & Touche, Deloitte Touche Tohmatsu, or other related names. In the United States, Deloitte & Touche USA LLP is the U.S. member firm of Deloitte Touche Tohmatsu, and services are provided by the subsidiaries of Deloitte & Touche USA LLP (Deloitte & Touche LLP, Deloitte Consulting LLP, and their subsidiaries) and not by Deloitte & Touche USA LLP. The subsidiaries of the U.S. member firm are among the nation's leading professional services firms, providing audit, tax, consulting, and financial advisory services through nearly 30,000 people in more than 80 cities. Known as employers of choice for innovative human resources programs, they are dedicated to helping their clients and their people excel. For more information, please visit the U.S. member firm s website at Deloitte Touche Tohmatsu. All rights reserved. 7

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