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Board Committee Charter (audit / comp / nominating) review

Charter for a board committee subject to NYSE / Nasdaq listing standards and SOX § 301.

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What it checks

Committee purpose stated

Committee charter must state the committee's purpose (NYSE 303A.06 / Nasdaq 5605).

Critical · GOV-051

Composition and independence

Committee charter must address composition and director independence.

Critical · GOV-052

Audit committee — § 301 oversight authority

Audit-committee charter must reflect SOX § 301 oversight of the registered public accounting firm.

Warning · GOV-053

Whistleblower / complaint procedures (SOX § 301(4))

Audit committee must have procedures for receiving and addressing complaints regarding accounting / internal-controls / auditing matters.

Critical · GOV-054

Funding authority for advisors (SOX § 301(5))

Audit committee must have authority to engage and pay independent counsel / advisors.

Critical · GOV-055

Meetings — frequency and minimum

Committee charter must specify meeting frequency.

Warning · GOV-056

Annual self-evaluation

Audit, comp, and nom committees must conduct an annual performance evaluation (NYSE 303A.07(b), 303A.05(b), 303A.04(b)).

Warning · GOV-057

Reporting to the full board

Committee charter must require periodic reporting to the full board.

Critical · GOV-058

Charter review and amendment

Committee charter must be reviewed and reassessed annually.

Warning · GOV-059

Audit committee — non-independent member prohibited

Charter cannot allow a non-independent member to serve on the audit committee except under the limited Rule 10A-3 exceptions (e.g., the new-issuer phase-in); there is no controlled-company exemption from audit-committee independence.

Critical · GOV-060

Every run also applies 104 general checks that belong to any agreement: structure, parties and signatures, defined terms, cross-references, dates, amounts, and one-sided terms.

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