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Shalini Sharp Chair
Other Members
Alan Ezekowitz, M.D. Deborah Leone
Cynthia M. Patton
Number of Meetings in 2021: 5
Financial Experts on Audit Committee
The Board has determined that each member of the Audit Committee is financially
literate and that each of Mss. Leone and Sharp is an audit committee financial expert as defined by the SEC and has accounting or related financial management expertise as required by the NYSE Listing Standards. |
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Overview
The Audit Committee oversees our accounting and financial reporting processes, internal controls and audits, and consults with management, the internal
auditors, and the independent auditors on, among other items, matters related to the annual audit, the published financial statements, and the accounting principles applied. The Audit Committee has established policies and procedures for the pre-approval of all services provided by the independent auditors (as described on page 71 of this proxy statement).
The Audit Committees Report is included on page 71 of this proxy statement.
The Primary Functions of this Committee Include:
Assisting our Board in fulfilling its oversight responsibility relating to: (i) the integrity of our financial statements and financial statement audits; (ii) our and our
subsidiaries accounting and financial reporting processes and system of internal controls over financial reporting and disclosures; (iii) our compliance with legal and regulatory requirements; (iv) the independent public
accountants qualifications and independence; (v) the performance of our internal audit function and our independent public accountants; (vi) our risk management processes; and (vii) preparation of the annual report required by
the SEC rules to be included in our annual proxy statement;
Being directly responsible for the
appointment (subject to ratification by our shareholders), compensation, retention and oversight of the work of our independent public accountants (including the resolution of disagreements between management and the independent public accountants
regarding financial reporting);
Evaluating the independent public
accountants qualifications, performance and independence, including a review and evaluation of the lead partner and partner rotation requirements;
Monitoring our compliance program with
respect to legal and regulatory requirements, our code(s) of conduct and our policies on ethical business practices and reporting on these items to the Board;
Establishing and periodically reviewing
policies and procedures for the review, approval, and ratification of related person transactions, as defined in applicable SEC rules, and reviewing and approving, disapproving, or ratifying related person transactions in accordance with these
policies and procedures, and overseeing other related person transactions governed by applicable accounting standards;
Establishing and overseeing procedures for
handling (receipt, retention and treatment, on a confidential basis) of complaints of potential misconduct, including: (i) violations of law or our code(s) of conduct; (ii) complaints regarding accounting, internal accounting controls,
auditing, and federal securities law matters; and (iii) the confidential, anonymous submission of concerns by employees regarding accounting, internal accounting controls, auditing, and federal securities law matters (under Shareholder
Communications with the Board on page 21 of this proxy statement); and
Periodically reviewing our enterprise risk
assessment policies and processes, including meeting at least annually with our Chief Information Security Officer regarding our information technology and receiving periodic updates regarding our cybersecurity risk management program, and reporting
to the Board on the principal risks facing us and the steps being taken to manage and mitigate these risks. |