2004 Committee Charter : WWWI. GOVERNANCE
This Charter sets forth the basic principles regarding the organization, purpose, authority and responsibilities of the Audit Committee (the "Committee") of Wolverine World Wide, Inc. (the "Company") and has been approved by the Company's Board of Directors. The Committee shall review the adequacy of this Charter at least annually and recommend any proposed changes to the Board of Directors for approval.
The Committee shall consist of at least three directors appointed by the Board of Directors upon the recommendation of the Company's Governance Committee. One Committee member shall be designated by the Board of Directors as Chairperson. All Committee members shall be independent under the New York Stock Exchange ("NYSE") definition of "independence" for directors and audit committee members, independence standards adopted by the Board and any other applicable rules and regulations, all as determined by the Board. All Committee members shall be financially literate or shall become financially literate within a reasonable period of time after appointment to the Committee. At least one member shall have accounting or related financial management experience. A Committee member may be removed for any reason by the Board of Directors.
The Committee shall meet as often as may be deemed necessary or appropriate in its judgment, but not less than four times per year.
III. STATEMENT OF PURPOSE
The Committee shall represent and assist the Board of Directors in fulfilling its oversight responsibility regarding (i) the integrity of the Company's financial statements and the financial reporting process, (ii) the Company's systems of internal accounting and financial controls, (iii) the performance of the internal audit function and the independent auditors, (iv) the qualifications and independence of the independent auditors, (v) the annual independent audit of the Company's financial statements, and (vi) the Company's compliance with legal and regulatory requirements. In so doing, it is the responsibility of the Committee to maintain open communication between the Committee, the independent auditors, the internal finance staff and the management of the Company. The Audit Committee's responsibility is one of oversight and it does not provide any special assurance as to the Company's financial statements or the audit of those financial statements by the independent auditors.
IV. AUTHORITY, DUTIES AND RESPONSIBILITIES
The Committee's authority, duties and responsibilities shall include the following:
Be directly responsible, in its capacity as a Committee of the Board, to appoint and retain (subject to ratification by the Company's stockholders), compensate, oversee, evaluate and, if appropriate, terminate the independent auditors, which shall report directly to the Committee;
Approve in advance all audit and permissible non-audit services to be provided by the independent auditors and establish policies and procedures for the engagement of the independent auditors to provide audit and permissible non-audit services;
Annually review the performance (effectiveness, objectivity, and independence) of the independent auditors and the internal audit function, including a review and evaluation of the lead partner of the independent auditors, and report the Committee's conclusions to the Board of Directors;
Obtain and review at least annually a report from the independent auditors describing: the auditing firm's internal quality-control procedures; and any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;
Obtain and review, at least annually, a formal written report from the independent auditors consistent with applicable rules and regulations and standards set by the Independence Standards Board;
Annually assess auditor independence, considering all relationships between the independent auditors and the Company and any other relationships that may adversely affect the auditors independence;
Discuss with the internal financial staff and the independent auditors the overall scope and plans for their respective audits including the adequacy of staffing and compensation. The Committee shall review any identified audit problems or difficulties and discuss management's response;
Receive reports from management, the internal finance staff and the independent auditors regarding, and review and discuss the adequacy and effectiveness of, the Company's internal control over financial reporting;
Receive reports from management regarding, and review and discuss the adequacy and effectiveness of, the Company's disclosure controls and procedures;
Review the Company's policies and systems with respect to risk assessment and risk management and discuss with management and the independent auditors significant risks or exposures and the steps taken by management to resolve them;
Meet periodically with management, the internal finance staff and the independent auditors separately;
Review with management and the independent auditors the Company's interim financial statements, including disclosures in the Company's "Management's Discussion and Analysis of Financial Condition and Results of Operation" ("MD&A") to be included in Securities and Exchange Commission ("SEC") Quarterly Reports on Form 10-Q. The Committee shall review with the independent auditors the results of the quarterly reviews and any other matters required to be communicated to the Committee by the independent auditors under generally accepted auditing standards and applicable rules and regulations;
Review with management and the independent auditors the Company's annual audited financial statements, including disclosures in the Company's MD&A, to be included in SEC Annual Reports on Form 10-K (or annual reports to stockholders if distributed prior to the filing of Form 10-K). The Committee shall review with the independent auditors the results of the annual audit and any other matters required to be communicated to the Committee by the independent auditors under generally accepted auditing standards and applicable rules and regulations;
Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and for the confidential, anonymous submission by the Company's employees of concerns regarding questionable accounting or auditing matters;
Review with management and the independent auditors the Company's earnings press releases and financial information and earnings guidance provided by the Company to analysts and rating agencies;
Prepare the Audit Committee report required by applicable rules and regulations to be included in the Company's annual proxy statement;
Establish Company hiring policies for employees and former employees of independent auditors for the Company;
Engage consultants and advisors at the expense of the Company to assist the Committee as it deems necessary in the performance of its functions. The Committee shall have sole authority to retain and terminate any consultants and advisors and to approve all fees and other retention terms;
Oversee the Company's compliance systems with respect to legal and regulatory requirements and review the Company's code of conduct and programs to monitor compliance with such codes;
Establish sub-committees of the Committee in its discretion and delegate such powers and authority as determined by the Committee;
Conduct and discuss with the Board of Directors an annual performance evaluation of the Committee, including the Committee's adherence to this Charter; and
Provide the Board of Directors with regular reports regarding the Committee's decisions, actions and recommendations.
Effective Date: February 19, 2004