2003 Committee Charter : APOLCHARTER
The purpose of the Audit Committee (the "Committee") is to assist the Board of Directors in fulfilling its oversight responsibilities with respect to the Company's accounting and financial reporting processes, audit process, systems of internal control over financial reporting, compliance with laws and regulations, and Code of Ethical Conduct. The Committee will maintain effective working relationships with management, the Company's internal audit department and the Company's outside auditors and will promote continuous improvement in the Company's accounting and financial reporting policies and procedures at all levels.
The Committee may conduct or authorize investigations into any matters within its scope of responsibility and seek any information it requires from employees or external parties. The Committee has the authority to appoint and obtain advice and assistance from outside legal, accounting, or other advisors as deemed appropriate to fully execute its duties and responsibilities. The Company shall provide appropriate funding, as determined by the Committee, for compensation to the outside auditor and to any advisers that the Committee chooses to engage. The Committee may form and delegate authority to subcommittees when appropriate.
The Committee will be comprised of at least three qualified independent directors all of whom meet the independence and experience requirements of the NASDAQ Marketplace Rules. The members of the Committee will be elected by the Board of Directors who will also designate the Committee's Chairman. Each member will have general knowledge of financial and auditing matters and at least one member will have accounting or financial management expertise.
The Committee will meet at least four times a year, or more frequently as circumstances dictate. In connection therewith, the Committee will meet regularly with management, the director of the internal audit department and the Company's outside auditors in separate executive sessions to discuss any matters that the Committee deems appropriate. Minutes of each Committee meeting will be kept and the Committee's Chairman will provide periodic reports on its activities to the Board of Directors.
The Committee will review this charter on a periodic basis, at least annually, and revise it as necessary.
The Committee's primary responsibilities are summarized below:
The Committee will review significant accounting and reporting issues and understand their impact on the Company's financial statements, including complex or unusual transactions and highly judgmental areas, major issues regarding accounting principles and financial statement presentations, and the effect of regulatory and accounting initiatives on the financial statements of the Company.
The Committee will review the Company's quarterly and annual financial statements and related press releases and filings with the SEC and discuss such items with management and the Company's outside auditors prior to issuance.
The Committee will meet with the Company's outside auditors to discuss the planned scope of their audit of the Company's annual financial statements as well as the nature of procedures to be performed in connection with their limited reviews of the Company's interim financial information.
The Committee will meet with the Company's outside auditors at the conclusion of their audit of the Company's annual financial statements as well as at the conclusion of their limited reviews of the Company's interim financial information to discuss the related results of such audit or limited reviews and to receive communications from the outside auditors which are required in connection with such engagements.
The Committee will review all significant changes in the Company's financial accounting and reporting policies and discuss such changes with management and the Company's outside auditors prior to implementation.
Title IV Programs
The Committee will meet with management, the internal audit director and the Company's outside auditors to discuss the Company's participation in Title IV Student Financial Assistance Programs of the Higher Education Act of 1965, as amended (Title IV Programs).
The Committee will meet with the Company's outside auditors to discuss the planned scope of their attestation engagement relating to the Company's compliance with the requirements of the Title IV Programs.
The Committee will meet with the Company's outside auditors at the conclusion of their attestation engagement relating to the Company's compliance with the requirements of the Title IV Programs to discuss the related results including any findings noted as well as management's related corrective action plans.
The Committee will meet regularly with the director of the Company's internal audit department to review the department's organizational structure, staffing levels, planned activities and other related information. The Committee will also receive periodic reports from the internal audit director on the results of its activities.
The Committee will review hiring decisions regarding the director of internal audit.
The Committee will review reports prepared by management, the internal audit department and the Company's outside auditors with respect to the Company's system of internal controls over financial reporting, including controls relating to the Company's information systems, and monitor the implementation of any related recommendations for improvements.
Income Tax Matters
The Committee will meet at least annually with management and the Company's tax advisors to discuss the Company's position with respect to federal, state and foreign income tax matters.
The Committee will meet at least annually with management and the Company's general counsel to discuss the Company's compliance with all relevant laws and regulations, including any related internal control systems to facilitate such compliance, as well as the status of any legal matters effecting the Company.
The Committee, or a comparable body of the Board of Directors, will review and approve all related party transactions.
The Committee will establish and maintain procedures for the receipt, retention, and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters.
The Committee will establish and maintain procedures for the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
Code of Ethics
The Committee will annually review the Company's Code of Ethical Conduct.
The Committee will receive reports from management and the director of internal audit concerning any related violations noted during the year.
The Committee shall approve, in advance, the provision by the outside auditors of all audit services and permissible non-audit services.
The Committee shall have sole authority to appoint, determine funding for and oversee the work of the outside auditors. The Committee will evaluate the performance of the Company's outside auditors on an annual basis and determine whether the outside auditors should either be retained or discharged. The outside auditors shall report directly to the Committee, and the Committee shall oversee the resolution of disagreements between management and the outside auditors in the event that they arise. The Committee will also review and approve the fees paid to the outside auditors in connection with the annual audit of the Company's financial statements as well as the limited reviews of the Company's interim financial information.
The Committee will review and confirm the independence of the Company's outside auditors by reviewing non-audit services provided as well as the independent accountants' assertion of their independence in accordance with professional standards or other requirements. The Committee will be responsible for ensuring that it receives a formal written statement delineating all relationships between the outside auditors and the Company, consistent with Independence Standards Board Standard 1. The Committee will actively engage in a dialogue with the outside auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the outside auditors.