2003 Audit Charter: EMMSEMMIS COMMUNICATIONS CORPORATION
AUDIT COMMITTEE CHARTER
The primary objective of the Audit Committee is to assist the Board in
fulfilling its oversight responsibilities with respect to (a) the financial
statements and other financial information provided by the Company to its
stockholders, the public and others, (b) the Company's compliance with legal and
regulatory requirements, (c) the independent auditors' qualifications and
independence and (d) the performance of the Company's internal audit function
and independent auditors.
Although the Audit Committee has the powers and responsibilities set forth
in this Charter, the role of the Audit Committee is oversight. The members of
the Audit Committee are not full-time employees of the Company and may or may
not be accountants or auditors by profession or experts in the fields of
accounting or auditing and, in any event, do not serve in such capacity.
Consequently, it is not the duty of the Audit Committee to conduct audits or to
determine that the Company's financial statements and disclosures are complete
and accurate and are in accordance with generally accepted accounting principles
and applicable rules and regulations. These are the responsibilities of
management and the independent auditors.
The Audit Committee shall consist of three or more directors, each of whom
shall satisfy the independence, financial literacy and experience requirements
of Section 10A of the Securities Exchange Act, Nasdaq and any other regulatory
The members of the Audit Committee shall be appointed by the Board on the
recommendation of the Nominating & Governance Committee.
The Audit Committee may form and delegate authority to subcommittees when
The Audit Committee shall meet at least four times per year on a quarterly
basis, or more frequently as circumstances require. As part of its job to foster
open communication, the Audit Committee shall meet at least quarterly with
management, the persons performing the internal audit function and the
independent auditors in separate executive sessions to discuss any matters that
the Audit Committee or each of these groups believe should be discussed
The members of the Audit Committee shall select a chair who will preside at
each meeting of the Audit Committee, and in consultation with the other members
of the Audit Committee, shall set the frequency and length of each meeting and
the agenda of items to be addressed at each upcoming meeting. In addition, at
the first meeting of the Audit Committee to be held upon its formation and at
each first meeting held following the annual meeting of shareholders, the chair,
in consultation with the other members of the Audit Committee, shall determine
the list of items to be addressed by the Audit Committee during the coming year
(the "Annual Agenda").
The chair shall ensure that the agenda for each upcoming meeting of the
Audit Committee is circulated to each member of the Audit Committee in advance
of the meeting, and that the Annual Agenda is circulated to each member of the
Audit Committee as well as each other director promptly after it is finalized.
IV. Authority and Responsibilities
In recognition of the fact that the independent auditors are ultimately
accountable to the Audit Committee, the Audit Committee shall have the sole
authority and responsibility to select, evaluate and, where appropriate, replace
the independent auditors (or to nominate the independent auditors for
shareholder approval), and shall approve all audit engagement fees and terms and
all non-audit engagements with the independent auditors. The Audit Committee may
consult with management and the persons performing the internal audit function
but shall not delegate these responsibilities.
To fulfill its responsibilities, the Audit Committee shall:
With respect to the independent auditors:
1. Be directly responsible for the appointment, compensation and oversight
of the work of the independent auditors (including resolution of
disagreements between management and the independent auditors regarding
financial reporting) for the purpose of preparing the audit report or
2. Have the sole authority to review in advance, and grant any appropriate
pre-approvals, of (a) all auditing services to be provided by the
independent auditors and (b) all non-audit services to be provided by
the independent auditors as permitted by Section 10A of the Securities
Exchange Act, and in connection therewith to approve all fees and other
terms of engagement. The Audit Committee shall also review and approve
disclosures required to be included in Securities and Exchange
Commission periodic reports filed under Section 13(a) of the Securities
Exchange Act with respect to non-audit services.
3. Review on an annual basis the performance of the independent auditors,
including the lead audit partner.
4. Ensure that the independent auditors submit to the Audit Committee on
an annual basis a written statement consistent with Independent
Standards Board Standard No. 1, discuss with the independent auditors
any disclosed relationships or services that may impact the objectivity
and independence of the independent auditors and satisfy itself as to
the independent auditors' independence.
5. At least annually, obtain and review an annual report from the
independent auditors describing (a) the independent auditors' internal
quality control procedures and (b) any material issues raised by the
most recent internal quality control review, or peer review, of the
independent auditors, 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
independent auditors, and any steps taken to deal with any such issues.
6. Confirm that the lead audit partner and the audit partner responsible
for reviewing the audit, has not performed audit services for the
Company for each of the five previous fiscal years. Consider whether,
in order to assure continuing auditor independence, it is appropriate
to adopt a policy of rotating the independent auditors on a regular
7. Review all reports required to be submitted by the independent auditors
to the Audit Committee under Section 10A of the Securities Exchange
8. Review, based upon the recommendation of the independent auditors and
the persons performing the internal audit function, the scope and plan
of the work to be done by the independent auditors.
With respect to the annual financial statements:
9. Review and discuss with management, the persons performing the internal
audit function and the independent auditors the Company's annual
audited financial statements, including disclosures made in
"Management's Discussion and Analysis of Financial Condition and
Results of Operations."
10. Discuss with the independent auditors the matters required to be
discussed by Statement on Auditing Standards No. 61, as amended,
relating to the conduct of the audit.
11. Recommend to the Board, if appropriate, that the Company's annual
audited financial statements be included in the Company's annual report
on Form 10-K for filing with the Securities and Exchange Commission.
12. Prepare the report required by the Securities and Exchange Commission
to be included in the Company's annual proxy statement and any other
reports of the Audit Committee required by applicable securities laws
or stock exchange listing requirements or rules.
With respect to quarterly financial statements:
13. Review and discuss with management, the persons performing the internal
audit function and the independent auditors the Company's quarterly
financial statements, including disclosures made in "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" and the independent auditors' review of the quarterly
financial statements, prior to submission to stockholders, any
governmental body, any stock exchange or the public.
14. Discuss with management and the independent auditors major issues
regarding accounting principles used in the preparation of the
Company's financial statements, including any significant changes in
the Company's selection or application of accounting principles. Review
and discuss analyses prepared by management and/or the independent
auditors setting forth significant financial reporting issues and
judgments made in connection with the preparation of the financial
statements, including analyses of the effects of alternative approaches
15. Periodically review separately with each of management, the independent
auditors and the persons performing the internal audit function (a) any
significant disagreement between management and the independent
auditors or the persons performing the internal audit function in
connection with the preparation of the financial statements, (b) any
difficulties encountered during the course of the audit, including any
restrictions on the scope of work or access to required information and
(c) management's response to each.
16. Periodically discuss with the independent auditors, without management
being present, (a) their judgments about the quality and
appropriateness of the Company's accounting principles and financial
disclosure practices as applied in its financial reporting and (b) the
completeness and accuracy of the Company's financial statements.
17. Consider and approve, if appropriate, significant changes to the
Company's accounting principles and financial disclosure practices as
suggested by the independent auditors, management or the persons
performing the internal audit function. Review with the independent
auditors, management and the persons performing the internal audit
function, at appropriate intervals, the extent to which any changes or
improvements in accounting or financial practices, as approved by the
Audit Committee, have been implemented.
18. Review and discuss with management, the persons performing the internal
audit function, the independent auditors and the Company's in-house and
independent counsel, as appropriate, any legal, regulatory or
compliance matters that could have a significant impact on the
Company's financial statements, including applicable changes in
accounting standards or rules.
Discussions with management:
19. Review and discuss with management the Company's earnings press
releases, including the use of non-GAAP financial information (as
defined in Regulation G), as well as financial information and earnings
guidance provided to analysts and rating agencies.
20. Review and discuss with management all material off-balance sheet
transactions, arrangements, obligations (including contingent
obligations) and other relationships of the Company with unconsolidated
entities or other persons, that may have a material current or future
effect on financial condition, changes in financial condition, results
of operations, liquidity, capital resources, capital reserves or
significant components of revenues or expenses.
21. Review and discuss with management the Company's major risk exposures
and the steps management has taken to monitor, control and manage such
exposures, including the Company's risk assessment and risk management
guidelines and policies.
With respect to the internal audit function and internal controls:
22. Review, based upon the recommendation of the independent auditors and
the persons performing the internal audit function, the scope and plan
of the work to be done by the persons performing the internal audit
function and the responsibilities, budget and staffing needs of the
persons performing the internal audit function.
23. Review and approve the appointment and replacement of the person
overseeing the persons performing the internal audit function.
24. Review on an annual basis the performance of the persons performing the
internal audit function.
25. In consultation with the independent auditors and the persons
performing the internal audit function, review the adequacy of the
Company's internal control structure and procedures designed to insure
compliance with laws and regulations, and any special audit steps
adopted in light of material deficiencies and controls.
26. Establish procedures for (a) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
accounting controls or auditing matters and (b) the confidential,
anonymous submission by employees of the Company of concerns regarding
the questionable accounting or auditing matters.
27. Review (i) the internal control report prepared by management,
including management's assessment of the effectiveness of the Company's
internal control structure and procedures for financial reporting and
(ii) the independent auditors' attestation, and report, on the
assessment made by management.
28. Review and approve all related-party transactions.
29. Review and approve (a) any change or waiver in the Company's Code of
Business Conduct and Ethics applicable to the Chief Executive Officer
or any senior financial officers and (b) any public disclosure
regarding such change or waiver.
30. Establish a policy addressing the Company's hiring of employees or
former employees of the independent auditors who were engaged on the
31. Review and reassess the adequacy of this Charter annually and adopt any
changes deemed appropriate.
32. Review its own performance annually.
33. Report regularly to the Board. Review with the Board when appropriate
any issues that have arisen with respect to the quality or integrity of
the Company's financial statements, the Company's compliance with legal
or regulatory requirements, the performance and independence of the
Company's independent auditors or the performance of the persons
performing the internal audit function.
34. Perform any other activities consistent with this Charter, the
Company's by-laws and governing law, as the Audit Committee or the
Board deems necessary or appropriate.
The Audit Committee shall have the authority to retain independent legal,
accounting and other consultants to advise the Audit Committee. The Audit
Committee may request any officer or employee of the Company or the Company's
outside counsel or independent auditors to attend a meeting of the Audit
Committee or to meet with any members of, or consultants to, the Audit
The Audit Committee shall determine the extent of funding necessary for
payment of compensation to the independent auditors for the purpose of rendering
or issuing the annual audit report and to any independent legal, accounting and
other consultants retained to advise the Audit Committee.