The Audit Committee (the “Committee”) is established to assist the Board of Directors (the “Board”) in fulfilling its legal and ethical compliance oversight responsibilities, including oversight of: (i) the integrity of Roust Corporation’s (“Roust”) financial reporting process; (ii) the system of internal controls over financial reporting; (iii) the audit process; and (iv) the process for monitoring compliance with all applicable laws and regulations.
The Committee provides an open avenue of communication between Roust’s financial management, internal auditors, Roust’s independent or external auditors and the Board. The Committee is authorized to: (i) consult directly with Roust’s independent auditors and such other persons as the Committee deems appropriate; (ii) review the preparations for and scope of the audit of Roust’s financial statements and review drafts of such statements; (iii) recommend any action to the Board that the Committee deems appropriate; and (iv) perform such other duties relating to the financial statements and other matters of Roust as set forth below and as the Board may assign from time to time.
The Committee will consist of at least one director appointed by the Board. Each member of the Committee shall be financially literate and at least one member shall have accounting or related financial management expertise. The Committee shall meet at least four times a year, with authority to convene additional meetings as circumstances require. The Committee may invite senior members of Roust management or its subsidiaries, auditors or others to attend meetings and provide pertinent information. The Committee shall hold private meetings with Roust’s internal and independent auditors and executive sessions.
The Committee is authorized to carry out the responsibilities set forth below. In carrying out its responsibilities and duties, the Committee must rely on the knowledge and expertise of management, the internal auditors and the independent auditors. Management and Roust’s internal auditors are ultimately responsible for determining whether Roust’s financial statements are complete, accurate and prepared in accordance with generally accepted accounting principles. The independent auditors are ultimately accountable to the Committee and the entire Board for such auditors’ review of the financial statements and controls of Roust.