The Board of Directors (the “Board”) of Public Broadcasting of Colorado, Inc., a Colorado corporation, also known as Colorado Public Radio ( “CPR”), has established a Finance and Audit Committee (the “Committee”) pursuant to this charter.
The Committee will provide assistance to the Board in fulfilling the Board’s responsibilities relating to CPR’s budgeting, accounting and financial reporting processes and the preparation of CPR’s financial statements. To that end, the Committee will oversee management’s processes and activities relating to:
(a) maintaining the reliability and integrity of CPR’s accounting policies, financial reporting practices and financial statements;
(b) the independent auditor’s qualifications and independence;
(c) compliance with applicable laws and regulations,
(d) preparation of annual and other budgets for Board review; and
(e) analyzing financings and capital transactions being considered by CPR and the adequacy of its capital structure.
2. Committee Membership
The Committee will consist of at least three directors who have relevant experience and financial expertise. The members of the Committee will be appointed, and may from time to time be removed, by the Board. The Board will take into account any recommendations of the Nominating Committee in making such appointments.
3. Meetings; Executive Sessions
The Treasurer will serve as Chair of the Committee unless another Chair is selected by the Board (the “Chair”). Meetings of the Committee may be called by or at the request of the Board, any member of the Committee or the Chair of the Board and shall be at the time and place designated in the notice of the meeting. Notice of the time and place of each meeting shall be given as prescribed in the bylaws for meetings of the Board. A majority of the Committee shall be a quorum of the Committee and the actions of the majority of a quorum shall be the act of the Committee. The Committee shall keep a record of its actions.
The Committee will meet on a regular basis, but no less frequently than four times per year, and shall hold additional meetings as required. At least once each year, the Committee will meet with management, personnel responsible for CPR’s financial reporting, and the independent auditor in separate executive sessions.
4. Responsibilities as to Audit Matters
(a) In furtherance of its purposes, the Committee will perform the functions and responsibilities described in this Charter as appropriate and will have all powers of the Board necessary or desirable to perform such functions and responsibilities as may be delegated to a committee of the Board. Notwithstanding the description of specific functions and responsibilities in this charter, the Committee’s policies and procedures should remain flexible in order to best respond to changing circumstances and conditions.
(b) The Committee will be directly responsible for the oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) in preparing or issuing an audit report or related work or performing audit, review or other services. The independent auditor will report directly to the Committee.
(c) All non-audit services (including the fees and terms) to be performed for CPR by its independent auditor must be approved by the Committee in advance, subject to de minimus exceptions that are approved by the Committee prior to the completion of the audit.
(d) The Committee may form and delegate authority to subcommittees consisting of one or more of its members or may delegate authority to one or more members, including the authority to grant pre-approvals of audit and non-audit services. All decisions to grant pre-approvals pursuant to delegated authority will be presented to the entire Committee at its next scheduled meeting.
(e) The Committee will have the authority, to the extent it deems necessary, appropriate, or advisable to carry out its functions and responsibilities, to retain independent legal, accounting, or other advisors. CPR will provide for appropriate funding, as determined by the Committee, for the payment of compensation (i) to the independent auditor for the purpose of rendering or issuing an audit report or related work or performing other audit, review, or attest services, (ii) to any advisors employed by the Committee, and (iii) for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
(f) The Committee will report regularly to the Board. The Committee will review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval, and will annually review the Committee’s own performance.
(g) In addition, the Committee will:
(i) As to financial statements:
- Review and discuss with management and the independent auditor CPR’s annual audited financial statements and the independent auditor’s report thereon.
- Review and discuss with management and the independent auditor, as applicable, (A) significant issues regarding accounting principles and financial statement presentations, major issues as to the adequacy or effectiveness of CPR’s internal controls, and any special audit steps adopted in light of material control deficiencies; (B) analyses prepared by management or the independent auditor covering significant financial reporting issues and judgments made in connection with the preparation of the financial statements; and (C) the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of CPR.
- Discuss with management CPR’s major financial risk exposures and the steps management has taken to monitor and control such risk exposures, including any risk assessment and risk management policies or guidelines that the committee considers to be appropriate.
- Discuss with the independent auditor the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit or any review services, including any difficulties encountered in the course of the audit or review work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management.
(ii) As to oversight of CPR’s relationship with the independent auditor:
- Evaluate the qualifications, performance, and independence of the independent auditor, including a review and evaluation of the lead partner of the independent auditor.
- Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit, as the Audit Committee considers necessary.
- Review with the independent auditor any audit problems or difficulties and management’s response.
- Meet with the independent auditor prior to the audit to discuss the planning and staffing of the audit.
(iii) As to compliance oversight responsibilities:
- Establish procedures for the receipt, retention, and treatment of complaints received by CPR regarding accounting, internal accounting controls, or audit matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
- Take actions necessary to enforce the Code of Conduct and Ethics adopted by the Board, including the establishment of procedures to consider alleged violations of such codes or any other matters pertaining to the integrity of management. This should include regular reviews of the compliance processes and reporting and disclosure of any violations and any waivers granted under such code.
5. Responsibility as to Finance Matters
The Committee will consult with management concerning annual business plans and budget processes, review budgets, projections of future financial performance, analysis of the financial effect of proposed corporate transactions, borrowings and capital structure. The Committee will review financial information with management in most cases before the information is presented to the Board. The Committee will assist the Board in analyzing financial information that is presented to the Board for review. The Committee will advise the Board as to finance matters that it believes require Board attention.
6. Limitation on Committee’s Role
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to, and the Committee will not, (a) plan or conduct audits, (b) prepare CPR’s financial statements, or (c) determine or certify that CPR’s financial statements and disclosures are complete and accurate and are in accordance with GAAP and applicable rules and regulations. These matters are the responsibilities of management and the independent auditor. Responsibility for the preparation of budgets, projections, financial plans and other financial analysis rests with management of CPR, and the role of the Committee is limited to review of them for general reasonableness of the underlying assumptions and recommending their approval or modification by the Board. Management is responsible for financial presentations.
APPROVED by the Board November 16, 2007