The audit committee is responsible for appointment, compensation, and oversight of ______.
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Audit Committee CharterAudit Committee Charter (PDF: 78 KB) PurposeThe Audit Committee is appointed by the Board of Directors (the “Board”) of Principal Financial Group, Inc. (the “Company”) to oversee (i) the integrity of the financial statements, financial reporting processes and systems of internal accounting and financial controls of the Company, (ii) the compliance by the Company with legal and regulatory requirements, (iii) the qualifications and independence of the Company’s primary independent auditor, and (iv) the performance of the Company’s internal and primary independent auditors. It is the responsibility of the Audit Committee to maintain free and open communications between the Audit Committee, independent and internal auditors, management and the Board. While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Company’s financial statements are complete and accurate and are in accordance with U.S. generally accepted accounting principles. This is the responsibility of management and the primary independent auditor. Nor is it the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the primary independent auditor or to ensure compliance with laws and regulations and the Company’s Global Code of Conduct. OrganizationThe Committee shall consist of a minimum of three members of the Board and a quorum shall be a majority of the Committee. The members of the Audit Committee shall meet the composition, independence and financial expertise requirements of the stock exchange on which the Company’s common stock is listed, Section 10A of the Securities Exchange Act of 1934, and the rules promulgated thereunder. The members and the chairperson of the Audit Committee shall be appointed by the Board on the recommendation of the Nominating and Governance Committee. In the absence of the chairperson, the chairperson of the Board may appoint an acting chairperson of the Audit Committee. No member of the Audit Committee shall simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to serve effectively on the Committee. The Audit Committee shall have the authority to retain special legal, accounting or other consultants to advise the Committee. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or primary independent auditor to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. The Audit Committee shall meet not less than four times per year and shall make regular reports to the Board addressing such matters as the quality and integrity of the Company’s financial statements, the Company’s compliance with legal and regulatory requirements and the performance of the independent and internal auditors. Directors’ fees (including equity grants) are the only compensation that an Audit Committee member may receive from the Company. ResponsibilitiesThe Audit Committee shall:
Last Amended May 17, 2021 and Affirmed May 16, 2022 Who is responsible for the appointment compensation and oversight of the work of the auditor?Section 301 of the legislation declares that the audit committee is “directly responsible for the appointment, compensation, and oversight of the work of any registered public accounting firm employed by that issuer”.
Who is responsible for oversight of auditor?The audit committee's role is one of oversight and monitoring, and in carrying out this responsibility, the committee may rely on management, the independent auditor, and any advisers the committee might engage, provided its reliance is reasonable.
Who is responsible for appointing auditors?Auditors are generally appointed by the members to whom they report by ordinary resolution while directors have the power to appoint auditors at any time before the company's first period for appointing auditors; following a period during which the company (being exempt from audit) did not have any auditor, at any time ...
Which of the following committees is directly responsible for the appointment compensation and oversight of independent public accountants?(2) The audit committee is directly responsible for the appointment, compensation, and oversight of the work of any accountant, including resolution of disagreements between management and the accountant regarding financial reporting, for the purpose of preparing or issuing the audited financial report or related work ...
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