Corporate Governance Committee
2004 Committee Charter : USFC
The Audit Committee (the "Committee") of USF Corporation (the "Company") shall report to and assist the Board of Directors (the "Board") by fulfilling its oversight responsibilities for: (1) the integrity of the Company's financial statements, (2) the Company's compliance with legal and regulatory requirements, (3) the independent auditor's qualifications and independence, and (4) the performance of the Company's independent auditor and internal audit function. The Committee's function is one of oversight only and shall not relieve the Company's management of its responsibilities for preparing the financial statements that accurately and fairly present the Company's financial results and condition, or the responsibilities of the independent auditor related to the audit or review of the financial statements.
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1. The Committee shall be comprised of not less than three members of the Board. The Board shall appoint Committee members and the Committee chairman.
2. Each Committee member shall be both independent and financially literate. At least one member of the Committee shall be designated as a "financial expert".
3. Each Committee member shall have no other relationship to the Company that may interfere with the exercise of his or her independence from the Company, including the receipt from the Company of any compensation other than director's fees and other compensation for their service as a director.
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1. The Committee shall meet at least four times a year, with authority to convene additional meetings, as circumstances require.
2. The Committee shall meet separately and periodically with the Company's management, internal audit function, and the independent auditor. It will also meet periodically in private session.
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The Committee shall have the following authority:
1. Appoint, compensate, and oversee the work of the independent auditor regarding the annual financial statement audit. The independent auditor will report directly to the Committee.
2. Resolve any disagreements between management and the independent auditor.
3. Pre-approve all auditing and permitted non-audit services performed by the independent auditor.
4. Retain independent counsel and other advisors as considered necessary.
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Responsibilities & Duties
The Committee shall have the following responsibilities and duties:
Review with the Company's management and the independent auditor the proposed scope of the audits of the financial statements and controls over financial reporting.
To document the Audit Committee's (the "Committee's") policy regarding the engagement of USF Corporation's (the "Company's") independent auditor to perform services for the Company.
For audit services, the independent auditor shall provide the Committee with an engagement letter during the 1st or 2nd quarter of each year, which outlines the scope of the audit services that are proposed for the year and the fees for those services. If agreed to by the Committee, the Committee at either its 1st or 2nd quarterly meeting, which is typically held in April and July, respectively, shall formally accept this engagement letter.
For permissible non-audit services, Company management shall submit to the Committee for approval a list of permissible non-audit services that it recommends the Committee engage the independent auditor to perform during the year. Company management and the independent auditor shall each confirm to the Committee that each service on the list is permissible under all applicable legal requirements. In addition to the list of planned permissible non-audit services, a budget estimating permissible non-audit service spending for the year shall be provided. The Committee shall approve both the list of permissible non-audit services and the budget for such services. The Committee will be informed routinely as to the permissible non-audit services actually performed by the independent auditor pursuant to this pre-approval procedure.
To ensure the proper handling of unexpected matters, the Committee delegates to the Chairman of the Committee the authority to modify the list of approved permissible non-audit services and fees. The Chairman shall report any action taken to the Committee at its next meeting.
The independent auditor shall ensure that all audit and permissible non-audit services performed for the Company have been approved by the Committee.
The Director, Internal Audit shall be responsible for tracking all independent auditor fees against the budget for such services and report at least annually to the Committee.
Non-audit services performed by the independent auditor that are not permissible include:
bookkeeping and other services related to the Company's accounting records or financial statements,
financial information systems design and implementation,
appraisal or valuation services, fairness opinions and contribution-in-kind reports,
internal audit outsourcing services,
broker-dealer, investment adviser or investment banking services,
legal services, and
expert services unrelated to the audit performed for the purpose of advocating the Company's interests in litigation or in a regulatory or administrative proceeding or investigation.