Audit Committee Charter
The purpose of the Audit Committee (the "Committee") shall be to provide assistance to the Board of Directors (the "Board") in fulfilling its responsibility to the stockholders, potential stockholders and investment community with respect to its oversight of:
o The quality and integrity of the financial statements of Nu Skin Enterprises, Inc. ("NSE");
o NSE's compliance with legal and regulatory requirements;
o The independent accountants' qualifications and independence; and
o The performance of NSE's internal audit function and independent accountants.
The Committee shall also prepare such reports as the New York Stock Exchange ("NYSE") or the Securities and Exchange Commission ("SEC") may require be included in NSE's annual proxy statement or other public filings.
II. STRUCTURE AND OPERATIONS
Composition and Qualifications
The Committee shall be comprised of three or more members of the Board, each of whom shall meet the applicable independence, financial literacy and experience requirements of the NYSE and of the SEC as they may be amended or supplemented from time to time, subject to any applicable transition periods with respect to such requirements. No member of the Committee may serve on the audit committee of more than three public companies, including NSE, unless the Board (i) determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and (ii) discloses such determination in the annual proxy statement (NYSEC).
Appointment and Removal
The members of the Committee shall be appointed by the Board and shall serve until such member's successor is duly elected and qualified or until such member's earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board.
Unless a Chairman is elected by the full Board, the members of the Committee shall designate a Chairman by the majority vote of the full Committee membership. The Chairman shall be entitled to cast a vote to resolve any ties. The Chairman will chair all regular sessions of the Committee and set the agendas for Committee meetings.
The Committee shall meet at least quarterly, or more frequently as circumstances dictate. As part of its goal to foster open communication, the Committee shall periodically meet separately with each of management, the Chief Internal Audit Executive and the independent accountants to discuss matters that are more appropriate to discuss privately. In addition, the Committee should meet with the independent accountants and management quarterly to review NSE's financial statements in a manner consistent with that outlined below. The Chairman of the Board or any member of the Committee may call meetings of the Committee. All meetings of the Committee may be held by telephone conference.
All non-management directors that are not members of the Committee may attend meetings of the Committee. Additionally, the Committee may invite to its meetings any other persons as it deems appropriate in order to carry out is responsibilities including management personnel and other directors. The Committee may also exclude from its meetings any persons it deems appropriate.
IV. RESPONSIBILITIES AND DUTIES
The following responsibilities shall serve as the general guidelines of the Committee in carrying out the purposes of the Committee as outlined in Section I of this Charter. These responsibilities should serve as a guide with the understanding that the Committee may diverge from or carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, stock exchange, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee outlined in Section I of this Charter.
The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate. In this regard, the Committee shall have the authority to retain outside legal, accounting or other advisors for the purpose of carrying out its duties as set forth herein, including the authority to determine and approve the fees payable to such advisors and any other terms of retention and any administrative expenses of the Committee that are necessary or appropriate to carry out such duties.
The Committee shall be given full access to NSE's internal audit group, Board, executives and independent accountants as necessary to carry out these responsibilities. While acting within the scope of its stated purpose, the Committee shall have all the authority of the Board.
Notwithstanding the foregoing, the Committee is not responsible for certifying NSE's financial statements or guaranteeing the independent accountant's report. The fundamental responsibility for NSE's financial statements and disclosures rests with management.
The Committee's responsibilities are organized into five categories; (i) Independent Accountant Oversight, (ii) Internal Audit Oversight, (iii) Financial Reporting Process/Document Review, (iv) Compliance Oversight, and (v) Reporting.
Independent Accountant Oversight Responsibilities
1. The Committee has sole authority to appoint, retain, compensate, evaluate and terminate NSE's independent accountants. The Committee shall be directly responsible for oversight of the work of the independent accountants (including approving the audit plan and resolution of disagreements between management and the independent accountants), and the independent accountants shall report directly to the Committee. The Committee may seek the input and advice of management and other board members in fulfilling these responsibilities, but these responsibilities may not be delegated to management.
2. The Committee shall establish procedures for the approval of audit and non-audit services in advance. In accordance with such procedures, the Committee shall pre-approve all audit and non-audit services to be provided for the Company by the independent accountants (including the related fees and terms) to the extent required by and in a manner consistent with applicable law. Pre-approval authority may be delegated to one or more of the members of the Committee, who shall report at the next meeting of the Committee of any pre-approvals granted.
3. The Committee shall review, at least annually, the qualifications, performance and independence of the independent auditors. In conducting this review and evaluation, the Committee should:
a. Obtain and review a report by the independent accountants describing: (i) the firm's internal-quality control procedures; (ii) 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; and (iii) (to assess the auditor's independence) all relationships between the independent accountants and NSE;
b. Include the review and evaluation of the lead partner of the independent accountants and assure the regular rotation of the lead partner as required by SEC rules;
c. Take into account the opinions of management and the Vice President, Internal Audit;
d. Review and assess such other requirements as may be applicable; and
e. Present its conclusions to the full Board.
4. The Committee shall establish policies consistent with the SEC, NYSE and other applicable regulatory requirements for the hiring by NSE of employees or former employees of the independent accountants.
Internal Audit Oversight Responsibilities
5. The Committee shall have the ultimate responsibility for the appointment, replacement, reassignment, or dismissal of the Chief Internal Audit Executive. The Committee may seek the input of other Board members and the executive management team in fulfilling this responsibility.
6. The Committee shall confirm and assure the independence of the internal auditor.
7. The Committee shall consider and evaluate the audit scope, plan, staff, and budget of the internal audit function and confer with the independent accountant and management as they determine appropriate on these matters.
8. The Committee shall consider and review with management and internal audit:
a. Significant findings and management's responses thereto;
b. Encountered audit difficulties, including scope restrictions and information access;
c. Changes in the planned scope of the audit plan; and
d. Compliance with the Standards for the Professional Practice of Internal Auditing.
Financial Reporting Process/Document Review Responsibilities
9. The Committee shall review and discuss with management, and to the extent the Committee deems necessary or appropriate, internal audit and the independent accountants, the Company's disclosure controls and procedures that are designed to ensure the reports the Company files with the SEC comply with the SEC's rules and forms.
10. The Committee shall review with management as well as internal audit and the independent accountants the adequacy and effectiveness of the Company's internal accounting and financial controls and the recommendations of management, internal audit, and the independent accountants regarding the accounting and financial reporting processes and system of internal controls for the improvement of accounting practices and internal controls.
11. The Committee shall review and discuss with management, internal audit, and the independent accountants:
a. NSE's annual and quarterly financial statements, related footnotes and financial disclosures including Management's Discussion and Analysis of Financial Condition and Results of Operations.
b. The clarity of the financial disclosures made by the Company.
c. The significant accounting and reporting policies, practices and procedures used to prepare the annual and quarterly financial statements, any significant financial reporting issues and judgments made in connection with the preparation of the financial statements including the effects of (i) alternative GAAP methods, (ii) off-balance sheet structures, and (iii) regulatory and accounting initiatives on NSE's financial statements.
d. A description of transactions on which management obtained accounting treatment letters (SAS No. 50) and other matters related to the conduct of the audit that are to be communicated to the Committee under generally accepted auditing standards or as may be requested by the Committee.
12. The Committee shall review and discuss the independent accountants' report of audit or review of the financial statements, including the report required under Section 204 of the Sarbanes Oxley Act . The Committee shall inquire as to the independent accountant's judgment of the quality, not just the acceptability, of the accounting principles used.
13. The Committee shall review with the independent accountants significant changes required in the independent accountant's audit plan and any problems, difficulties or disagreements and management's response to such matters. This review shall include issues such as:
a. Restrictions on the scope of the independent accountant's activities or on access to requested information;
b. Accounting adjustments that were proposed by the independent accountant but were "passed" (as immaterial or otherwise);
c. Communications between the audit team and the audit firm's national office respecting auditing or accounting issues presented by the audit engagement; and
d. Any "management" or "internal control" letter issued, or proposed to be issued, by the independent accountants to NSE.
14. The Committee shall review and discuss with management and, if the Committee deems appropriate, the independent accountants the Company's earnings press releases and other financial information, including earnings guidance provided to analysts and rating agencies. This discussion may be done generally (i.e., discussion of the types of information to be disclosed and the type of presentation to be made, paying particular attention to any use of "pro forma," or "adjusted" non-GAAP information). The entire Committee need not discuss in advance each earnings release or each instance in which earnings guidance is provided.
15. The Committee shall discuss with management and the independent accountants NSE's guidelines and policies with respect to risk assessment and risk management. The Committee shall discuss NSE's major financial risk exposures and the steps management has taken to monitor and control such exposures.
16. The Committee shall discuss with management and the independent accountants any material negative issues presented in any press stories and analysts' reports, and obtain an explanation thereof.
17. The Committee shall provide input regarding the appointment of individuals to significant management positions related to financial accounting and reporting, such as Chief Financial Officer, Controller and other significant financial positions.
18. Receive and review disclosures made to the Committee by the Company's Chief Executive Officer and Chief Financial Officer during their certification process for the Company's Form 10-K and Form 10-Q about (a) any significant deficiencies in the design or operation of internal controls or material weakness therein, (b) any fraud involving management or other employees who have a significant role in the Company's internal controls and (c) any significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation.
Compliance Oversight Responsibilities
19. The Committee shall obtain from the independent accountants assurance that Section 10A(b) of the Exchange Act has not been implicated. Section 10A(b) relates to illegal acts that have come to the attention of the independent accountants during the course of the audit.
20. The Committee shall discuss with management, the Company's Chief Internal Auditor Executive and the independent accountants concerning whether the Company and its subsidiaries are in conformity with applicable legal requirements and the Company's code of ethics and code of business conduct.
21. The Committee shall review with management and the Company's General Counsel any legal matters that may have a material impact on the financial statements and any material reports or inquiries received from regulators or governmental agencies.
22. The Committee shall review transactions or courses of dealing with parties related to NSE which are significant in size and that are relevant to an understanding of NSE's financial statements, and shall review the policies and procedures utilized by management for the implementation of such transactions. In addition, the Committee shall review and approve or reject such related-party transactions with executive officers, members of the Board, or significant stockholders submitted for which a special committee of the Board has not been established, as submitted to the Committee by the Board or management from time to time.
23. The Committee shall establish procedures for: (i) the receipt, retention and treatment of complaints received by NSE regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of NSE of concerns regarding questionable accounting or auditing matters.
24. The Committee shall prepare all reports or other disclosures required to be included in NSE's proxy statement and other public filings pursuant to and in accordance with applicable rules and regulations of the SEC.
25. The Committee shall report regularly to the full Board as appropriate in fulfilling its oversight obligation hereto any issues that arise with respect to the quality or integrity of NSE's financial statements, NSE's compliance with legal or regulatory requirements, the performance and independence of NSE's independent auditors or the performance of the internal audit function and with respect to such other matters as are relevant to the Committee's discharge of its responsibilities. The report to the Board may be in writing or in the form of an oral report by the Chairman or any other member of the Committee designated by the Committee to make such report.
26. The Committee shall maintain minutes or other record of meetings and activities of the Committee.
V. ANNUAL PERFORMANCE EVALUATION
The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, improvements to this Charter that the Committee considers necessary or valuable. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.