Audit Committee

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• Audit Committee Composition
• Audit Committee Charter
• Audit Committee Agenda Planner
  • Audit Committee Earnings Meeting Calendar
    
    • Accounting and Reporting
    • Tax
    • Disclosure Committee
    • 10Q /10K
    • Internal Audit
    • Earnings Release and Guidance
    • KPMG
    • Closed session
• Audit Committee Meeting Deck Preparation Guidelines (Earnings Meeting)
  • Audit Committee Compliance and Special Topics Meeting Calendar
    
    • Management, Accounting and Reporting
    • Legal, Risk and Compliance
    • System
    • Security Compliance
    • Internal Audit
    • External Audit
    • Closed session
• Audit Committee Meeting Deck Preparation Guidelines (Compliance and Special Topics Meeting)

Audit Committee Composition

• Chairperson: Karen Blasing
• Members: Sunny Bedi, Godfrey Sullivan
• Management DRI: Chief Financial Officer

Audit Committee Charter

THE AMENDED AND RESTATED CHARTER WAS APPROVED BY THE BOARD ON 2021-09-14

Please click here to read the Audit Committee Charter

Audit Committee Agenda Planner

The below amended Audit Committee Earnings and Compliance and Special Topics Meeting Calendar was approved by the Audit Committee on 2022-07-15.

Audit Committee Earnings Meeting Calendar

Accounting and Reporting

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Financial Summary	X	X	X	X
2	Statement of Operations - GAAP	X	X	X	X
3	Review of Financial Statements	X	X	X	X
4	Balance Sheet	X	X	X	X
5	Statement of Cash Flow	X	X	X	X
6	GAAP to Non-GAAP Reconciliation	X	X	X	X
7	Review of Financial Statement - Summary of Key Accounting Matters	X	X	X	X
8	Audit Update	X	X	X	X
9	Other Topics					X

Tax

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Summary of Key Tax Metrics	X	X	X	X
2	Other Topics					X

Disclosure Committee

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Disclosure Committee Report	X	X	X	X
2	Other Topics					X

10Q /10K

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	10Q /10K Summary and Draft 10Q /10K	X	X	X	X
2	Other Topics					X

Internal Audit

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Internal Audit Update					X
2	Other Topics					X

Earnings Release and Guidance

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Press Release	X	X	X	X
2	Prepared Remarks	X	X	X	X
3	Investor Presentation	X	X	X	X
4	Guidance Review	X	X	X	X
5	Other Topics					X

KPMG

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Quarterly Review Update	X	X	X	X
2	Other Topics					X

Closed session

#	Topics	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Chief Legal Officer, Chief Finance Officer and kPMG	X	X	X	X

Audit Committee Meeting Deck Preparation Guidelines (Earnings Meeting)

Responsibility: Chief Financial Officer / Principal Accounting Officer

1. All the audit committee decks should be saved in google drive.
2. Refer to GitLab Board Calendar and identify Audit Committee Meeting Date.
3. Copy the Format of the Audit Committee meeting deck and rename the deck as Audit Committee Earnings Meeting YYYY-MM-DD
4. Update the agenda slide of the deck by referring to the Earnings Meeting Calendar in the handbook
5. Discuss the agenda slide with Principal Accounting Officer to ensure all the required updates for the Audit Committee meeting are added in the agenda.
6. Once the agenda is finalized, create slides for each agenda item and assign to respective DRI’s with a due date for completion; at least 10 days before the meeting.
7. Tag all the DRI’s on the Audit Committee slack channel (for specific Audit Committee meeting date) by linking the Deck.Also communicate the due date for completion of the deck.
8. Follow up with all the DRI's at least a week before the due date.
9. Once respective DRI's update their slides, review the format, update slides to ensure format is consistent across all the slides.
10. Set up a call for CFO's review along with Principal Accounting Officer and all the DRI's. Make necessary changes to the deck based on CFO's review feedback.
11. Update Audit Committee meeting notes with links to Audit Committee Materials,update agenda for topics to be discussed in the meeting.
12. Reach out to an EBA to CFO to ensure all the meeting invitees have access to the materials linked in the agenda.
13. Reach out to a team member in Corpoarte Legal department to upload the final deck and all the attachments to the deck to Boardvantage at least a week prior to the meeting. The CFO will notify the Committee members of such via email and copying relevant DRIs.
14. On the meeting day
    • Make note of the action items, add them to 'Ask from the AC Earnings Meeting' tab in the Board calendar and track them to completion.

Audit Committee Compliance and Special Topics Meeting Calendar

Management, Accounting and Reporting

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	New Accounting Pronouncements	Annual	X
2	International Reporting	Annual	X
3	Treasury	Annual	X		X
4	Tax/Economic Ownership Structure	Annual				X
5	Effective Tax Rate/Cash Taxes/Tax Attributes (NOLs and Credits)	Quarterly	X	X	X	X
6	Stat Audit Update	Annual			X
7	Audit Committee Calendar Review	Annual				X
8	Organization Overviews - Accounting, Finance, Tax, FP&A, Investor Relations	Semi Annual		X		X
9	Insurance Coverage Update	As needed					X
10	Stock Transactions	As needed					X
11	Tax Audits and Assessments/Closing Agreements	As needed					X
12	Attrition	As needed					X
13	Investment Program and Health Check	Semi Annual		X		X
14	Close Process Assessment & SEC	Semi Annual		X		X
15	Other Topics	As needed					X

Legal, Risk and Compliance

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Compliance to Business Conduct (including hotline complaints and code of conduct violations)	As needed					X
2	Code of Conduct, Related Party Transactions and other policy reviews	As needed					X
3	Legal Risk Assessment updates	As needed					X
4	Regulatory Compliance	As needed					X
5	Privacy & Product Compliance / Employment	Annual		X			X
6	Committee Annual Assessment	Annual	X				X
7	Related Party Transactions	As needed					X
8	Litigation	As needed					X
9	Review of Audit Committee Charter	Annual	X				X
10	Organization Overview	Annual		X			X
11	Approval of Minutes	Quarterly	X	X	X	X
12	Other Topics	As needed					X

System

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Information Technology System Updates (accomplishments, focus and improvements)	Semi Annual		X		X
2	State of Systems and Scalability	Semi Annual	X		X
3	Organization Overview	Annual	X
4	Other Topics	As needed					X

Security Compliance

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Security Operational Risk Assessment Results	Annual		X
2	Security Update	Semi Annual		X		X
3	Organization Overview	Annual				X
4	Other Topics	As needed					X

Internal Audit

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Internal Audit Annual Plan	Annual	X
2	Fraud Risk Assessment	Annual		X
3	Annual Assessment of Internal Audit((Startegic Plan, IA roadmap, skill set assessment) )	Annual		X
4	Internal Audit Charter Review	As needed	X
5	Organization Overview	As needed		X
6	SOX Program Update	Quarterly	X	X	X	X
7	Technology Strategy Roadmap	Annual			X
8	Data Analytics Strategy Roadmap	Annual				X
9	Career Framework	Annual			X
10	Other Topics	As needed					X

External Audit

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Global Audit Plan and Fees/Appoint External Auditor	Annual				X
2	Annual Assessment of Audit Firm, Engagement Team and Lead Audit Partner	Annual			X
3	Independence Review	Annual				X
4	Quarterly and Annual Audit Results and required communications, as applicable	Quarterly	X	X	X	X
5	Other Topics	As needed					X

Closed session

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Executive Session with invitees	As needed					X
2	Chief Legal Officer	Quarterly	X	X	X	X
3	Chief Finance Officer	Quarterly	X	X	X	X
4	Approvals	Quarterly	X	X	X	X
5	Two upcoming meeting agendas	Quarterly	X	X	X	X
6	External Auditor	Quarterly	X	X	X	X

Audit Committee Meeting Deck Preparation Guidelines (Compliance and Special Topics Meeting)

Responsibility: Chief Financial Officer / VP, Internal Audit

1. All the audit committee decks should be saved in google drive.
2. Refer to GitLab Board Calendar and identify Audit Committee Meeting Date.
3. Copy the format of the Audit Committee meeting deck and rename the deck as Audit Committee Compliance and Special Topics Meeting YYYY-MM-DD
4. Update the agenda slide of the deck by referring to the Compliance and Special Topics Meeting Calendar in the handbook
5. Discuss the agenda slide with VP, Internal Audit to ensure all the required updates for the Audit Committee meeting are added in the agenda.
6. Once the agenda is finalized, create slides for each agenda item and assign to respective DRI’s with a due date for completion; at least 10 days before the meeting.
7. Tag all the DRI’s on the Audit Committee slack channel (for specific Audit Committee meeting date) by linking the Deck.Also communicate the due date for completion of the deck.
8. Follow up with all the DRI's at least a week before the due date.
9. Once respective DRI's update their slides, review the format, update slides to ensure format is consistent across all the slides.
10. Set up a call for CFO's review along with VP, Internal Audit and all the DRI's. Make necessary changes to the deck based on CFO's review feedback.
11. Update Audit Committee meeting notes with links to Audit Committee Materials,update agenda for topics to be discussed in the meeting.
12. Reach out to an EBA to CFO to ensure all the meeting invitees have access to the materials linked in the agenda.
13. Reach out to a team member in Corpoarte Legal department to upload the final deck and all the attachments to the deck to Boardvantage at least a week prior to the meeting. The CFO will notify the Committee members of such via email and copying relevant DRIs.
14. On the meeting day, make note of the action items, add them to 'Ask from the AC Special topics meeting' tab in the Board calendar and track them to completion.