Report of the Audit Committee
Board of Directors
The Greenbrier Companies, Inc.
The Audit Committee of the Board of Directors is established pursuant to the Companys Bylaws, as amended, and the Audit Committee Charter adopted by the Board of
Directors. A copy of the Charter, as amended, is available to shareholders without charge upon request to: Investor Relations, The Greenbrier Companies, Inc., One Centerpointe Drive, Suite 200, Lake Oswego, Oregon 97035 or on the Companys
website at www.gbrx.com.
Management is responsible for the Companys internal controls and the financial reporting process. The independent auditors are
responsible for performing an independent audit of the Companys consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and for issuing a report
thereon. The Audit Committees responsibility is generally to monitor and oversee these processes, as described in the Charter.
For fiscal 2022, the members of
the Audit Committee of the Board of Directors were Graeme A. Jack (Chairman), Wanda F. Felton, James R. Huffines, Wendy L. Teramoto and Kelly M. Williams. Each member of the Audit Committee who served during fiscal 2022 is, or during the
time of their service was, an independent director as defined under the rules of the New York Stock Exchange (NYSE). The Board annually reviews applicable standards and definitions of independence for Audit Committee members and has determined that
each member of the Audit Committee meets such standards.
With respect to the year ended August 31, 2022, in addition to its other work, the Audit Committee:
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Reviewed and discussed with the Companys management and independent auditors the effectiveness of the Companys
internal controls and the audited financial statements of the Company as of August 31, 2022, and for the year then ended; |
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Discussed with the independent auditors the matters required to be discussed by the applicable requirements of the PCAOB and
the Commission; and |
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Received from the independent auditors written disclosures and a letter required by applicable requirements of the PCAOB
regarding the independent accountants communications with the audit committee concerning independence and discussed with the auditors the firms independence. |
Based upon the review and discussions summarized above, together with the Committees other deliberations and Item 8 of SEC Form
10-K, and subject to the limitations on the Audit Committees role and responsibilities referred to above, the Audit Committee recommended to the Board of Directors that the audited financial statements
of the Company, as of August 31, 2022, and for the year then ended, be included in the Companys Annual Report on Form 10-K for the year ended August 31, 2022, for filing with the SEC.
Graeme A. Jack, Chairman
Wanda F. Felton
James R.
Huffines
Wendy L. Teramoto
Kelly M. Williams
The above shall not be deemed to
be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Company specifically incorporates it by reference.