Audit Committee

Audit Committee Composition

• Chairperson: Karen Blasing
• Members: Sunny Bedi, Mark Porter
• Management DRI: Chief Financial Officer

Audit Committee Charter

THE AMENDED AND RESTATED CHARTER WAS APPROVED BY THE BOARD ON 2021-09-14

Please click here to read the Audit Committee Charter

Audit Committee Agenda Planner

The below amended Audit Committee Earnings and Compliance and Special Topics Meeting Calendar was approved by the Audit Committee on 2022-12-12.

Audit Committee Earnings Meeting Calendar

Disclaimer - We anticipate covering the following topics and additional topics will be added as needed. The frequency may also change as needed.

Accounting and Reporting

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Financial Summary	X	X	X	X
2	Statement of Operations - GAAP	X	X	X	X
3	Review of Financial Statements	X	X	X	X
4	Balance Sheet	X	X	X	X
5	Statement of Cash Flow	X	X	X	X
6	GAAP to Non-GAAP Reconciliation	X	X	X	X
7	Review of Financial Statement - Summary of Key Accounting Matters	X	X	X	X
8	Audit Update	X	X	X	X
9	Other Topics					X

Tax

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Effective Tax Rate/Cash Taxes/Tax Attributes (NOLs and Credits)	X	X	X	X
2	Other Topics					X

Disclosure Committee

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Disclosure Committee Report	X	X	X	X
2	Other Topics					X

10Q /10K

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	10Q /10K Summary and Draft 10Q /10K	X	X	X	X
2	Other Topics					X

Internal Audit

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Internal Audit Update					X
2	Other Topics					X

Earnings Release and Guidance

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Press Release	X	X	X	X
2	Prepared Remarks	X	X	X	X
3	Investor Presentation	X	X	X	X
4	Guidance Review	X	X	X	X
5	Other Topics					X

KPMG

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Quarterly Review Update	X	X	X	X
2	Other Topics					X

Closed session

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Chief Legal Officer, Chief Finance Officer and KPMG	X	X	X	X

Audit Committee Compliance and Special Topics Meeting Calendar

Management, Accounting and Reporting

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	New Accounting Pronouncements	Annual	X
2	International Reporting	Annual	X
3	Treasury	Annual	X		X
4	APA and other special projects updates	Quarterly	X	X	X	X
5	Summary of tax returns filed YTD	Annual				X
6	Stat Audit Update	Annual			X
7	Audit Committee Calendar Review	Annual				X
8	Organization Overviews - Accounting, Finance, Tax, FP&A, Investor Relations	Semi Annual		X		X
9	Insurance Coverage Update	As needed					X
10	Stock Transactions	As needed					X
11	Tax Audits and Assessments/Closing Agreements	As needed					X
12	Attrition	As needed					X
13	Investment Program and Health Check	Semi Annual		X		X
14	Close Process Assessment & SEC	Semi Annual		X		X
15	Other Topics	As needed					X

Legal, Risk and Compliance

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Code of Conduct, Related Party Transactions and other policy reviews	Annua;	X				X
2	Committee Annual Assessment	Annual	X				X
3	Related Party Transactions	As needed					X
4	Litigation	As needed					X
5	Review of Audit Committee Charter	Annual	X				X
6	Organization Overview	Annual		X			X
7	Privacy, Product & IP	Annual		X
8	Employment	Annual		X
9	Corporate & Compliance	Annual		X
10	Risk Management & Dispute Resolution	Annual		X
11	Commercial	Annual		X
12	Approval of Minutes	Quarterly	X	X	X	X
13	Other Topics	As needed					X

System

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Information Technology System Updates (accomplishments, focus and improvements)	Semi Annual		X		X
2	State of Systems and Scalability	Semi Annual	X		X
3	Organization Overview	Annual	X
4	Other Topics	As needed					X

IT Compliance

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Finance Application System Reviews (ITGC)	Semi Annual	X		X
2	Other Topics	As needed					X

Security Compliance

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Security Operational Risk Assessment Results	Annual		X
2	Security Update	Quarterly	X	X	X	X
3	Organization Overview	Annual				X
4	Other Topics	As needed					X

Internal Audit

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Internal Audit Annual Plan	Annual	X
2	Fraud Risk Assessment	Annual		X
3	Annual Assessment of Internal Audit (Strategic Plan, IA roadmap, skillset assessment)	Annual			X
4	Internal Audit Charter Review	As needed	X
5	Organization Overview	As needed		X
6	Internal Audit and SOX program update	Quarterly	X	X	X	X
7	Technology Strategy Roadmap update	Annual			X
8	Data Analytics Strategy Roadmap update	Annual				X
9	Career Framework update	Annual			X
10	Enterprise Risk Management update	Annual	X
11	Other Topics	As needed					X

External Audit

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Global Audit Plan and Fees/Appoint External Auditor	Annual		X
2	Annual Assessment of Audit Firm, Engagement Team and Lead Audit Partner	Annual			X
3	Independence Review	Annual				X
4	Quarterly and Annual Audit Results and required communications, as applicable	Quarterly	X	X	X	X
5	Other Topics	As needed					X

Closed session

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Executive Session with invitees	As needed					X
2	Chief Legal Officer	Quarterly	X	X	X	X
3	Chief Finance Officer	Quarterly	X	X	X	X
4	Approvals	Quarterly	X	X	X	X
5	Two upcoming meeting agendas	Quarterly	X	X	X	X
6	External Auditor	Quarterly	X	X	X	X