There shall be a committee of the Board of Directors (the "Board") known as the Audit Committee. The Audit Committee of the Board shall be comprised of at least three directors who are independent of management and MICROS Systems, Inc. (the "Company"). Members of the Audit Committee shall be considered independent if they have no relationship to the Company that may interfere with the exercise of their independence from management and the Company. All Audit Committee members will be financially literate, and at least one member will have certain accounting or related financial management expertise.
2003 Audit Charter: MCRS
Statement of Policy
The Audit Committee shall provide assistance to the directors in fulfilling their responsibility to the shareholders, potential shareholders and investment community relating to the oversight and monitoring of the corporate accounting and reporting practices of the Company, the Company's systems of internal accounting and financial controls, as well as the integrity of the financial reports of the Company. In so doing, it is the responsibility of the Audit Committee to maintain free and open communication between the directors, the independent auditors, and the financial management of the Company.
Frequency of Meetings
The Audit Committee will meet (either in person or telephonically) at least four times each year to perform its required duties. The Audit Committee may ask members of management or others to attend the meeting and provide pertinent information as necessary. The Audit Committee may schedule its regular meetings immediately prior to or after regularly scheduled Company Board meetings.
The Audit Committee believes its policies and procedures should be designed to best assist the Board in fulfilling its oversight responsibilities reviewing: (1) financial reporting functions and related financial information that will be provided to the shareholders and others; (2) the Company's external audit processes; and (3) systems of internal compliance. The Audit Committee should review its policies and procedures periodically to assure that such policies and procedures address changes in applicable regulations.
Duties of the Audit Committee
In carrying out these responsibilities, the Audit Committee will:
A. Financial Reporting and Related Financial Information
Review the financial statements, auditors' opinion and MD&A contained in the annual report to shareholders prior to the filing of the Form 10-K with management and the independent auditors to determine that the independent auditors are satisfied with the disclosure and content of the financial statements to be presented to the shareholders.
Review with the outside auditors the Company's interim financial results to be included in the Company's quarterly reports to be filed with the SEC, and the matters required to be discussed by Statement of Auditing Standards ("SAS") No. 61; this review will occur prior to the Company's filing of the Form 10-Q.
Review with financial management and the independent auditors the results of their timely analysis of significant financial reporting issues and practices, including changes in, or adoptions of, accounting principles and disclosure practices, and discuss any other matters required to be communicated to the Audit Committee by the auditors.
Review pronouncements issued by the SEC and FASB that may have a material effect on the financial statements or related Company compliance policies.
B. Audit Processes
Inquire of management and the independent auditors about significant risks or exposures, and assess the steps management has taken to minimize such risks to the Company.
Review and recommend to the Board the independent auditors to be selected to audit the financial statements of the Company.
In accordance with the terms of the Sarbanes-Oxley Act, have the independent auditors acknowledge and recognize that they are directly and ultimately accountable to the Board, as the shareholders' representatives, and that the Board may terminate their services at any time.
Meet with the independent auditors and financial management of the Company to review and approve the scope of the proposed audit.
Review, at the conclusion of the annual audit, the independent auditors' summary of significant accounting and auditing issues identified, along with recommendations and management's corrective action plans (management letter). Such review should also address any significant changes to the original audit plan and any serious disputes with management during the audit or review.
On an annual basis, obtain from the independent auditors a written communication delineating all their relationships and professional services as required by Independence Standards Board Standard No. 1: Independence Discussions with Audit Committees. In addition, review with the independent auditors the nature and scope of any disclosed relationships or professional services and take, or recommend that the Board take appropriate action to ensure the continuing independence of the auditors.
Provide sufficient opportunity for the independent auditors to meet with the members of the Audit Committee without members of management present. Among the items to be discussed in these meetings are the independent auditors' evaluation of the Company's financial, accounting and auditing personnel, and the cooperation that the independent auditors received during the course of audit.
C. Internal Control and Compliance
Review with the independent auditors and financial and accounting personnel, the adequacy and effectiveness of the accounting and financial controls of the Company, and elicit any recommendations for the improvement of such internal controls or particular areas where new or more detailed controls or procedures are desirable. Particular emphasis should be given to the adequacy of internal controls to expose any payments, transactions or procedures that might be deemed improper.
D. Reporting by the Audit Committee and Other Matters
Report the results of the annual audit to the Board.
Minutes of all meetings will be maintained and approved by the Audit Committee. The Chairperson of the Audit Committee shall submit the minutes of all meetings of the Audit Committee to, or discuss the matters discussed at each Audit Committee meeting with, the Board.
Investigate any matter brought to its attention within the scope of its duties.
Obtain the full Board's approval of this Charter and review and reassess this Charter as conditions dictate, at least annually.