Show PurposeThis charter (“Charter”) governs the operations of the Audit/Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of LiveRamp Holdings, Inc. (the “Company”). The members of the Committee shall exercise their business judgment to act in what they reasonably believe to be in the best interests of the Company and its shareholders. In discharging that obligation, members shall be entitled to rely on the honesty and integrity of the Company’s senior executives and its outside advisors and auditors to the fullest extent permitted by law. Audit Functions - The Committee assists the Board in monitoring: (i) the integrity of the financial statements of the Company, (ii) the independent auditor qualifications and independence, (iii) the performance of the internal audit function and independent auditors, (iv) certain risks, and (v) the compliance by the Company with legal and regulatory requirements. Finance Functions - The Committee monitors the primary policies and initiatives affecting the Company’s financial strategies. OrganizationThe Committee shall be comprised of at least three directors. All members of the Committee shall meet the independence requirements of directors and audit committee members, and satisfy any other criteria imposed on members of the Committee pursuant to the federal securities laws and the rules and regulations of the Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”), as determined by the Board after consideration of all factors determined to be relevant by the NYSE and SEC and such other qualifications as may be established by the Board from time to time. The Committee shall be subject to the provisions of the Company’s Bylaws relating to committees of the Board, including those provisions relating to removing committee members and filling vacancies. The Committee may form and delegate authority to subcommittees or to the chair of the Committee (the “Chair”) when appropriate and in the best interests of the Company, and when such delegation would not violate applicable law, regulation or NYSE or SEC requirements. The Committee shall have the authority to establish its own rules and procedures for notice and conduct of its meetings so long as they are not inconsistent with any provisions of the Company’s Bylaws that are applicable to the Committee, and may establish its own meeting schedules, which it shall provide to the Board. The members of the Committee shall be appointed annually by the Board, upon the recommendation of the Governance/Nominating Committee of the Board. Each member of the Committee shall serve until his or her successor is duly appointed by the Board or until his or her earlier resignation, removal or death. The Chair shall be appointed by the Board. The Board may at any time and in its complete discretion remove any member of the Committee and may fill any vacancy in the Committee. All members of the Committee shall have sufficient financial experience and ability to enable them to discharge their responsibilities, including the ability to read and understand fundamental financial statements, including the Company’s balance sheet, income statement and cash flow statement, as determined by the Board in accordance with the NYSE rules. At least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication so as to qualify as an “audit committee financial expert” in accordance with SEC rules. No member of the Committee shall serve simultaneously on the audit committees of more than three (3) public companies, unless the Board determines that such simultaneous service will not impair the ability of such member to effectively serve on the Committee and the Company discloses such determination in its annual proxy statement. No member of the Committee may have participated in the preparation of the financial statements of the Company or any of the Company’s current subsidiaries at any time during the past three years. Members of the Committee shall receive such fees, if any, for their service as Committee members as may be determined by the Board in its sole discretion. Members of the Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof. ResponsibilitiesA. AuditThe Committee is responsible for overseeing the Company’s financial reporting process on behalf of the Board. In fulfilling this duty, the Committee will:
The Committee shall oversee the internal audit function of the Company, including approving a charter for the internal audit function which shall detail the responsibilities of the internal audit function. The Committee shall also review the responsibilities, functions, qualifications, budget, performance and objectivity of the internal audit function, and shall review the scope and results of internal audits. In order to maintain the independence of the internal audit function, the Committee will have sole discretion over the internal auditor(s) and will manage the internal audit plan of the Company. The Committee will meet with the internal audit team on a regular basis and will make a report to the Board of any significant findings of the Committee, including without limitation, any issues that arise 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 independent auditors, and the performance of the internal audit function. B. FinanceThe Committee has the following authority and responsibilities regarding the Company’s financial policies and goals:
C. Policy for Hiring Current or Former Employees of the Company’s Independent AuditorCurrent or former employees of the Company’s independent auditor are often valuable additions to Company management. Such individuals’ familiarity with the Company’s business and their personal rapport with Company employees may be attractive qualities when filling a key Company opening. To (1) ensure that the Company’s hiring of such persons does not impair the independence of the Company’s independent auditor, (2) ensure compliance with all applicable securities laws and regulations, NYSE requirements, accounting standards, accounting controls and audit practices, and (3) avoid any potential conflict of interest either in fact or appearance, the Committee restricts, in certain circumstances, the employment by the Company or any of its subsidiaries of an employee or a former employee of the Company’s independent auditor.
As provided in Rule 2-01(c)(2)(iii)(B)(2) of Regulation S-X, Section C shall not be applicable to (1) individuals employed by the Company as a result of a business combination between an entity that is also an audit client of the independent auditor and the Company, provided that employment was not in contemplation of the business combination and the Committee is aware of the prior employment relationship, or (2) individuals employed by the Company due to an emergency or other unusual circumstance, provided that the Committee determines that the relationship is in the best interest of the stockholders. D. OtherThe Committee will annually review and assess the adequacy of this Charter, and will recommend changes, if any, to the Board for approval. The Company shall make a copy of this Charter publicly available on its website, and shall disclose how to access this Charter in its proxy statement. The Committee will annually review its own performance, and report to the Board on an annual basis the results of its self-performance evaluation. The Committee must review with the full Board any issues that arise regarding: (a) the quality or integrity of the Company’s financial statements; (b) the Company’s compliance with legal or regulatory requirements; (c) the performance and independence of the Company’s independent auditor; and (d) the performance of the internal audit function, if applicable. In carrying out its responsibilities, the Committee may draw on the expertise of management and the corporate staff and, when appropriate, may hire outside legal, accounting or other experts or advisors to assist the Committee with its work. The Company will provide appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee, payment of reasonable compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, and payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall be given full access to the chairperson of the Board, management, the independent auditor and, if applicable, the internal auditor, as well as the Company’s books, records, facilities and other personnel. A majority of the total number of Committee members shall constitute a quorum of the Committee. If a quorum is present, a majority of the members of the Committee present shall be empowered to act on behalf of the Committee. MeetingsThe Committee will meet at least four times per year or on a more frequent basis as necessary to carry out its responsibilities. In addition, the Committee shall meet with the independent auditor, internal auditor and management on at least a quarterly basis. The Chair (or acting Chair) shall preside at each meeting of the Committee, but may direct appropriate members of management and staff to prepare agendas and related background information for each Committee meeting. Any background materials, together with the agenda, will be distributed to the Committee members in advance of the meeting. Following each Committee meeting, minutes shall be prepared for the meeting and a report of the Committee’s activities and its recommendations shall be presented at the next regularly scheduled meeting of the Board. Notwithstanding the foregoing, the Committee will meet at any time that the independent auditors or internal audit function believe communication to the Committee is required. LimitationsWhile the Committee has the responsibilities and powers as set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete, accurate and in accordance with generally accepted accounting principles and applicable rules and regulations. Management is responsible for preparing the Company’s financial statements, and the independent auditor is responsible for auditing and reviewing those financial statements. Management is responsible for preparing the Company’s periodic SEC reports, as well as all earnings releases and any accompanying guidance that may be issued. The Committee is responsible for assisting the Board in overseeing the conduct of these activities by management and the independent auditor. The Committee, in performing its oversight functions, shall be entitled to rely upon the representations of management and the independent and internal auditors as to factual matters communicated orally to the Committee or contained in any document prepared by management and/or the independent and the internal auditors. The Committee is not responsible for providing any expert or special assurance as to the financial statements or other financial information provided by the Company to its stockholders or others or as to the independent auditor’s work. How does aicpa define independence?Independence is defined as follows: Independence of mind is the state of mind that permits a member to perform an attest service without being affected by influences that compromise professional judgment, thereby allowing an individual to act with integrity and exercise objectivity and professional skepticism.
When a client will not be charged unless a specific finding or result is attained a n arrangement exists?9. “Contingent fee” means a fee established for the performance of a service pursuant to an arrangement under which a fee will not be charged unless a specified finding or result is attained, or under which the amount of the fee is otherwise dependent upon the finding or result of such service.
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