CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF RITE AID CORPORATION
1. Purpose. The purpose of the Audit Committee of the Board of Directors of Rite Aid Corporation (the ďCorporationĒ) is to:
a. Provide assistance to the Board of Directors in fulfilling its legal and fi-duciary obligations with respect to:
i. Matters involving the accounting, auditing, financial reporting, in-ternal control over financial reporting and disclosure control func-tions of the Corporation and its subsidiaries,
ii. The performance of the Corporationís internal audit department (ďinternal auditorsĒ), and
iii. Compliance by the Corporation with legal and regulatory require-ments; and
b. Be directly responsible for the appointment, compensation and oversight of the Corporationís registered independent public accounting firm (ďin-dependent auditorsĒ), including the independent auditorís qualifications and independence.
2. Composition. The Audit Committee shall be comprised of three or more independent directors as determined from time to time by resolution of the Board of Directors based upon the recommendation of the Nominating and Governance Committee. Each member of the Audit Committee shall be qualified to serve on the Audit Committee pursuant to the requirements of the Securities and Ex-change Commission (the ďSECĒ), the New York Stock Exchange (the ďNYSEĒ) and any additional requirements that the Board deems appropriate. The Chair-man of the Audit Committee shall be designated by the Board of Directors, pro-vided that if the Board of Directors does not so designate a Chairman, the mem-bers of the Audit Committee, by majority vote, may designate a Chairman. Each member of the Audit Committee shall have a working knowledge of financial and accounting practices and be qualified to serve on the Audit Committee pur-suant to the requirements of the NYSE, and at least one Audit Committee mem-ber shall meet the definition of an ďaudit committee financial expertĒ, as defined under the applicable SEC rules, as determined by the Board of Directors.
3. Meetings. The Audit Committee shall meet or confer with such frequency and at such intervals as it shall determine is necessary to carry out its duties and respon-sibilities. The Audit Committee, in its discretion, may ask members of manage-ment or others to attend its meetings and conferences (or portions thereof) and to provide pertinent information as necessary. The Audit Committee shall maintain minutes of its meetings and conferences and records relating to those meetings and conferences and provide copies of such minutes to the Board of Directors.
and Responsibilities. In carrying out its duties and responsibilities, the
Audit Committee's policies and procedures should remain flexible, so that it
may be in a position to best react or respond to changing circumstances or
conditions. While there is no "blueprint" to be followed by the Audit
Committee in carrying out its duties and responsibilities, the following should
be considered within the authority of the Audit Committee:
Oversight of the Corporationís Relationship with the Independent Auditors
a. In its sole discretion, appoint, determine funding for and over-see the independent auditors to audit the financial statements of the Corporation and its subsidiaries for each fiscal year.
b. Instruct the independent auditors that they are ultimately ac-countable to the Audit Committee and that the Audit Commit-tee is directly responsible for the selection, appointment, com-pensation, evaluation, oversight and termination of the inde-pendent auditors.
c. Review, discuss and approve the annual audit plan of the in-dependent auditors, including the scope of audit activities, and monitor such plan's progress and results during the year.
d. Review and approve the independent auditors' annual engage-ment letter, including the proposed fees contained therein.
e. Review and discuss the results of the annual audit with the in-dependent auditors including their the opinion on the financial statements, a schedule of unadjusted differences, any audit problems or difficulties encountered with managementís re-sponse, any restrictions on the scope of the independent audi-torís activities or restrictions on access to requested informa-tion, and any significant disagreements with management.
f. Review and discuss the results of the annual audit with the in-dependent auditors including their opinion on managementís assessment of the design and effectiveness of internal control over financial reporting, material weaknesses and significant deficiencies.
g. Review and discuss the quarterly results with the independent auditors.
h. Obtain from the independent auditors any information with re-spect to illegal acts that would have a direct and material effect on the determination of financial statement amounts pursuant to Section 10A of the Securities Exchange Act of 1934.
i. Review material written communications from the independ-ent auditors to management.
j. Review, discuss and pre-approve audit and other permissible non-audit services provided by the independent auditors.
k. Oversee the independence of the independent auditors by, among other things:
1. Requiring the independent auditors to deliver to the Audit Committee on an annual basis a formal written statement delineating all relationships between the independent audi-tors and the Corporation;
2. Actively engaging in a dialogue with the independent audi-tors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors and recommending that the Board of Directors take appropriate action to satisfy itself of the auditors' independence; and
3. Pre-approving the hiring of professionals who were mem-bers of the audit engagement team of the independent audi-tors and will be employed by the Corporation in any finan-cial management role.
l. Obtain from the independent auditors and review a formal written statement describing their internal quality control pro-cedures and any material issues raised by such procedures or raised by any inquiry or investigation by governmental or pro-fessional authorities, within the preceding five years, relating to one or more independent audits carried out by the firm and any other steps taken to deal with any such issues.
m. Review the performance of the independent auditors and, in its sole discretion, make decisions regarding the replacement or termination of the independent auditors when circumstances warrant.
Oversight of the Corporationís Internal Auditors
n. Review, discuss and approve the annual audit plan of the in-ternal auditors and monitor such planís progress and results during the year.
o. Review and discuss the internal auditorsí department budget and staffing.
p. Review and discuss the internal auditorsí reports and man-agementís response as well as the related follow-up to open matters.
Internal Control Over Financial Reporting Matters
q. Review and discuss managementís current fiscal year risk as-sessment and risk management summary which is coordinated by the internal auditors. The summary serves as the basis for prioritizing and allocating resources for the Corporationís plans and also serves as a reference for developing audit plans.
r. Review and discuss with management, internal auditors and independent auditors the annual plan to assess the effective-ness of the Corporation's internal control over financial report-ing and disclosure control policies and procedures and monitor such planís progress and results during the year.
s. Review and discuss as frequently as necessary with manage-ment, internal auditors and independent auditors all significant changes in staff, processes or systems related to internal con-trol over financial reporting along with the related disclosures in the Annual Report on Form 10-K and interim reports on Form 10-Q.
t. Review and discuss as frequently as necessary with manage-ment, internal auditors and independent auditors all noted ma-terial weaknesses and significant deficiencies related to inter-nal control over financial reporting along with the related dis-closures in the Annual Report on Form 10-K and interim re-ports on Form 10-Q.
u. Review and discuss internal auditorsí monitoring of the estab-lished procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls over finan-cial reporting or auditing matters. Procedures are to cover all complaints related to accounting, internal controls over finan-cial reporting or auditing matters whether such complaints are from employees or non-employees and whether submitted con-fidentially or anonymously.
v. Review and discuss as frequently as necessary with manage-ment, internal auditors and independent auditors any fraud in-volving management or other employees who have a signifi-cant role in the Corporationís internal control over financial reporting including any changes to internal control over finan-cial reporting prompted by such fraud.
w. Review and discuss with management, internal auditors and independent auditors conflicts or violations of the Corpora-tionís Code of Ethics for the CEO and Senior Financial Offi-cers and conflicts or violations of the Corporationís Code of Ethics and Business Conduct that relate to internal control over financial reporting. Also review and discuss with the in-ternal auditors the annual process for obtaining signed receipt and acknowledgment forms for both codes from the appropri-ate employees.
x. Review the appropriateness of the Corporationís policies and procedures with respect to officersí expense reimbursement and perquisites, including use of corporate assets. Discuss with the internal auditors the effectiveness and compliance with these policies and procedures.
y. Advise the Board with respect to the Corporationís policies and procedures regarding compliance with applicable laws and regulations and with the Corporationís Code of Ethics and Business Conduct and Code of Ethics for the CEO and Senior Financial Officers.
Financial Reporting and Disclosure Matters
z. Review and discuss with management and the independent auditors the quarter and annual results of operations, financial position, cash flows and disclosures including unusual, sig-nificant or non-operating items.
aa. Review and discuss with management and the independent auditors material transactions, including alternative treatments within generally accepted accounting principles, ramifications of the use of such alternatives and the treatment preferred by the independent auditors.
bbb. Review and discuss with management and the independent auditors the actual critical accounting principles and policies and changes in accounting principles and policies, including all alternative treatments of financial information within gen-erally accepted accounting principles, ramifications of the use of such alternative disclosures and treatments, and the treat-ment preferred by the independent auditors.
ccc. Review and discuss with management and the independent auditors significant new or proposed accounting principles or financial reporting developments that are applicable to the Corporation.
ddd. Review and discuss with management and the general counsel, and outside counsel when appropriate, contingencies and legal matters, including the accounting and disclosure treatments.
eee. Review and discuss with management, the general counsel, in-ternal auditors and the independent auditors any correspon-dence with regulators or governmental agencies and any pub-lished reports which raise material issues regarding the Corpo-rationís financial reporting.
fff. Review with management and the Corporationís independent auditors major areas requiring use of estimates and judgment.
ggg. Review and discuss with management and the independent auditors significant related party transactions and the disclo-sure treatment.
hhh. Review and discuss with management the Corporationís earn-ings press releases, including the use of non-GAAP financial measures and related reconciliations.
iii. Review and discuss with management the Corporationís earn-ings guidance and other financial projections provided the public, bankers, investment bankers and rating agencies.
jjj. Meet to review and discuss with management and the inde-pendent auditors the annual audited financial statements, in-cluding the specific disclosures made, content of manage-mentís discussion and analysis, officersí certificates and other disclosures in the Annual Report on Form 10-K prior to filing the Form 10-K and recommend to the Board that: (i) the au-dited financial statements should be included in the filing and (ii) the Annual Report on Form 10-K as drafted should be filed with the SEC.
kkk. Meet to review and discuss with management and the inde-pendent auditor the unaudited quarterly financial statements, including the specific disclosures made, content of manage-mentís discussion and analysis, officersí certificates and other disclosures in the Form 10-Q prior to the filing of the Form 10-Q and approve its filing with the SEC.
to any filing with the SEC requiring the issuance of the independent auditorsí
consent, review and discuss with man-agement and the independent auditors: i)
material written communications between management and the independent
auditors, ii) changes in critical accounting principles and poli-cies, and iii)
material transactions and alternative accounting treatments.
mmm. Establish and maintain free and open means of communication between and among the Board of Directors, the Audit Com-mittee, the Corporation's independent auditors, the Corpora-tion's internal auditing department and management, including providing such parties with appropriate opportunities to meet privately with the Audit Committee;
nnn. Review and reassess annually, or more frequently as circum-stances dictate, the adequacy of the Audit Committee's pur-pose, duties, responsibilities and charter and the performance of the Audit Committee;
ooo. Prepare the report required by the rules of the SEC to be in-cluded in the Corporation's annual proxy statement;
ppp. Secure independent expert advice as the Audit Committee deems necessary, including retaining independent counsel, ac-countants, consultants or others, the cost of such expert advi-sors to be borne by the Corporation, to assist the Audit Com-mittee in fulfilling its duties and responsibilities;
qqq. Report regularly to the Board of Directors on its activities, as appropriate; and
rrr. Perform such additional activities, and consider such other matters, within the scope of its responsibilities, as the Audit Committee or the Board of Directors deems necessary or ap-propriate.
5. Limitation of Audit Committee Role. While the Audit Committee has the duties and responsibilities set forth in this charter, the Audit Committee is not responsible for planning or conducting the audit or for determining whether the Corporation's financial statements are complete and accurate and are in accor-dance with generally accepted accounting principles. Similarly, it is not the responsibility of the Audit Committee to ensure that the Corporation complies with all laws and regulations.