2003 Committee Charter : RMK
AMENDED AND RESTATED AUDIT AND CORPORATE PRACTICES
I. PURPOSES OF THE COMMITTEE
The Audit and Corporate Practices Committee shall assist the Board of Directors in its oversight of: the performance of the Corporation's internal audit function and the independent auditors; the accounting, reporting and financial practices of the Corporation, including the integrity of the Corporation's financial statements; the qualifications and independence of the independent auditors and the Corporation's compliance with legal and regulatory requirements. The Committee shall also prepare an audit committee report as required by the Securities and Exchange Commission (the "SEC") to be included in the Corporation's annual proxy statement.
In fulfilling their responsibilities hereunder, it is recognized that members of the Committee are not full-time employees of the Corporation and are not, and do not represent themselves to be, accountants or auditors by profession or experts in the fields of accounting or auditing, including in respect of auditor independence. In addition, notwithstanding the Committee's purposes set forth above, the Committee is not responsible for certifying the Corporation's financial statements or guaranteeing the auditor's report. The fundamental responsibility for the Corporation's financial statements and disclosures rests with management.
II. COMMITTEE MEMBERSHIP AND QUALIFICATIONS
1. The Committee shall consist of at least three directors, each of whom shall be determined by the Board of Directors to be "independent" and to satisfy the additional independence standards for audit committee members under the rules of the New York Stock Exchange and the Sarbanes-Oxley Act of 2002.
2. Each member of the Committee shall be financially literate (or become financially literate within a reasonable period after his or her appointment). At least one member of the Committee shall have accounting or related financial management expertise, both as provided in the New York Stock Exchange rules.
3. The members of the Committee shall be appointed by the Board of Directors upon the recommendation of the Corporate Governance and Human Resources Committee.
III. COMMITTEE STRUCTURE AND OPERATIONS
1. Each member of the Committee shall be entitled to one vote and the Chairman of the Committee shall be entitled to cast an additional vote to resolve any ties.
2. The Committee shall meet in person or telephonically at least quarterly and shall meet at least quarterly in executive session separately with members of each of (a) management, (b) the Audit and Control Services Department and (c) the independent auditors.
3. The Committee shall have direct and confidential access to the personnel of ARAMARK's Audit and Control Services and Security Departments and to the secretary of management's Business Conduct Policy Committee. The Audit and Control Services and Security Departments and the members of the Business Conduct Policy Committee shall have direct access to the members of the Committee.
5. The Committee shall review and reassess the adequacy of its charter on an annual basis. The Committee shall also perform a review and evaluation, at least annually, of the performance of the Committee.
6. The Committee shall have the authority to retain such outside counsel, experts and other advisors as it determines appropriate to assist in the full performance of its functions and the Committee shall receive appropriate funding, as determined by the Committee, for payment of compensation to such counsel, experts and other advisors.
IV. FUNCTIONS, POWERS AND RESPONSIBILITIES
The Committee shall perform the following functions:
1. Review with management and the independent auditors prior to public dissemination the Corporation's annual audited financial statements and quarterly financial statements, including: (A) an analysis of the independent auditor's judgment as to the quality of the Corporation's accounting principles, setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, (B) the Corporation's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," including accounting policies that may be regarded as critical; and (C) major issues regarding the Corporation's accounting principles and financial statement presentations, including any significant change in the Corporation's selection or application of accounting principles and financial statement presentations; and receive reports from the independent auditors as required by SEC rules.
2. Review with management and the independent auditors the Corporation's policies with respect to earnings press releases as well as financial information and earnings guidance provided to analysts and rating agencies.
3. In consultation with the independent auditors, management and the internal auditors, review the Corporation's financial reporting processes and accounting standards and principles.
4. Review with the independent auditors: (i) any audit problems or other difficulties encountered by the auditor in the course of the audit process, including any restrictions on the scope of the independent auditor's activities or on access to requested information, and any significant disagreements with management, and (ii) management's responses to such matters.
5. Recommend to the Board whether the Corporation's annual financial statements should be included in the Annual Report on Form 10-K.
6. Review and approve all reports and disclosure with respect to matters related to the Committee required to be included in the Corporation's proxy statement pursuant to applicable rules and regulations of the SEC.
7. Review with the general counsel legal matters that may have a material impact on the Corporation's financial statements.
Accounting Controls and Personnel
1. Review the adequacy and effectiveness of the Corporation's internal controls over financial reporting, including any significant deficiencies in and significant changes to internal controls reported to the Committee by the independent auditors or management.
2. Discuss with management and the independent auditors the Corporation's guidelines and policies with respect to risk assessment and risk management.
3. Review the scope and results of internal auditing procedures and the appointment and replacement of the Director of Audit and Controls Services.
4. Set clear hiring policies for employees or former employees of the independent auditors.
Audits and Independent auditors
1. Select, retain (subject to stockholder approval, if applicable), compensate and terminate the independent auditors; approve all audit engagement fees and terms and approve in advance any permitted non-audit engagement or relationship (subject to the exception for de minimis, inadvertent non-audit services provided for in the rules of the SEC). The independent auditor shall report directly to the Audit Committee. The Committee may also establish policies and procedures for the engagement of the independent auditors to provide audit and permitted non-audit services.
The Chairman of the Committee or any other member designated by the Committee shall have the authority to approve in advance all audit and non-audit services to be provided by the independent auditors so long as it is presented to the full Committee at a later time.
2. Review, at least annually, the qualifications, performance and independence of the independent auditors and in connection with its review obtain and review a formal written report by the Corporation's independent auditors describing: (i) the independent auditors' internal quality-control procedures; (ii) 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; and (iii) all relationships between the independent auditors and the Corporation.
3. Review with the independent auditors prior to the audit the scope of audit, and after the audit, the audit report, any internal control recommendations and management's response to such recommendations, and the matters required to be discussed by Statement on Auditing Standards No. 61.
4. Oversee the work of the independent auditors, including the resolution of any disagreement between management and the independent auditors regarding financial reporting.
Business Conduct and Ethics
1. Establish procedures for: (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.
2. Monitor compliance with the Corporation's Business Conduct Policy and review and approve any requests for waivers of the Business Conduct Policy for executive officers and directors.
3. Conduct investigations of allegations of management misconduct or other matters within the Committee's scope of responsibilities when deemed necessary or desirable.
4. Determine whether or not to seek reimbursement on behalf of the Corporation from employees or agents of the Corporation for any improper payments made at their direction, if such action or inaction is in the best interest of the Corporation.
5. Determine on behalf of the Corporation whether or not to advance expenses or to provide indemnification under the certificate of incorporation, by-laws or otherwise, to a director, officer, employee or agent where claimed or requested in a particular case.
November 10, 2003