The Audit Committee shall meet immediately prior to the regular meetings of the Board of Directors and at such other times as directed by its Chair, upon written notice to the members at least 10 days in advance of such special meetings, the receipt of which notice may be waived by all members of the Committee. The Audit Committee may also take action by unanimous written consent or by conference communication by means of telephone or similar communications equipment by which all persons participating in the meeting can hear each other, and such participation in a meeting shall constitute presence in person at such meeting. A majority of its members shall constitute a quorum. As part of its goal to foster open communication, at each of its regularly scheduled meetings the Audit Committee shall meet separately in executive session with the Executive Director, the Chief Financial Officer, the Head of Internal Audit, the General Counsel, and the independent auditors, if present, to discuss any matters that the Audit Committee or each of the foregoing parties believes would be appropriate to discuss privately. The Committee shall maintain written minutes that it files with the Secretary of IEEE.
A. The Committee shall meet with representatives of the independent auditor at least semi-annually to review and discuss appropriate matters within the scope of the responsibilities and duties outlined in this Charter including, but not limited to:
The planning, scope, approach, staffing, and identified objectives of the independent audit for the current fiscal year
The results of the independent audit and underlying accounting judgments and estimates
The auditor’s comments regarding the adequacy of IEEE's internal accounting controls
External auditor’s relationships with IEEE that may impact objectivity and independence
Management’s representations regarding integrity of internal controls and financial reporting systems and conformity of financial statements with generally accepted accounting principles
Other relevant matters noted during the auditor’s examination, along with management's response regarding such comments
Assurance that auditors were not subject to undue influence by management during the course of the audit.
Upon completion of the audit, the Committee shall review and discuss with the independent auditor (i) any material risks and weaknesses in internal controls identified by the auditor; (ii) any restrictions on the scope of the auditor’s activities or access to requested information; (iii) any significant disagreements between the auditor and management; and (iv) the adequacy of the corporation’s accounting and financial reporting processes.
B. The Committee shall meet with the internal auditors to discuss and determine the scope of the internal audit and to review the results of the internal auditor’s examination and management's response regarding the auditors' findings and recommendations.
C. As necessary or desirable, the Audit Committee is empowered to investigate any matter brought to its attention with full access to books, records, facilities, and personnel of IEEE and may request that representatives of the independent auditors, the internal auditors, or legal counsel be present at meetings of the Committee related to such investigation. In addition, the Committee shall have the authority to retain, at IEEE’s expense, special legal, accounting, or other consultants or experts it deems necessary or appropriate to carry out its duties and to assist in the fulfillment of its obligations under this Charter, including the provision of training to the Audit Committee members in order to meet the financial literacy requirements described in Section IV above.
Financial support for the Audit Committee shall be provided from the general funds of IEEE. IEEE shall at all times make adequate provisions for the payment of all fees and other compensation, approved by the Committee, to any consultants or experts retained by the Committee.
The Audit Committee shall conduct a review and evaluation, at least annually, of the functioning of the Audit Committee, including, but not limited to, reviewing the compliance of the Audit Committee with this Charter. In addition, the Audit Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the IEEE Governance Committee of the Board of Directors for consideration by the Board of Directors any improvements to this Charter that the Audit Committee considers necessary. The Audit Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.