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 Compliance and Special Topics Meeting Calendar
    
    • Management, Accounting and Reporting
    • People Division
    • Legal, Risk and Compliance
    • System
    • Security Compliance
    • Internal Audit
    • External Audit
    • Closed session
• Audit Committee Meeting Deck Preparation Guidelines

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 2021-12-15.

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 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

People Division

#	Topics	Frequency	FY Q1	FY Q2	FY Q3	FY Q4	As needed
1	Global staffing update	Annual		X
2	Team assessment, shared service plan and succession planning	Annual		X
3	EEO audits	Annual		X
4	Payroll, Compensation and hiring	Annual		X
5	Organization Overview	Annual		X
6	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	Finance Application System Reviews (ITGC)	Semi Annual	X		X
4	Organization Overview	Annual				X
5	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	Annual			X
4	Internal Audit Charter Review	As needed	X
5	Organization Overview	As needed		X
6	SOX Program Update	Semi Annual	X		X
7	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	External Auditor	Quarterly	X	X	X	X

Audit Committee Meeting Deck Preparation Guidelines

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 Meeting Month,MM, Day

4. Update the agenda slide of the deck by
   a) Referring to the master calendar -> Audit Committee calendar tab FY22
   b) Handbook for Audit Committee meeting agenda items
   c) Audit Committee meeting notes

5. Set up a meeting with Principal Accounting Officer to review and update all the agenda items.
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 #Audit Committee slack channel, linking the Deck and communicating 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 with the Principal Accounting officer on the due date of the deck/ next immediate day to review the deck. Make necessary changes based on the review.
11. Set up a call for CFO's review along with Principal Accounting Officer. Make necessary changes to the deck based on CFO's review.
12. The Sr. EBA to the CFO will upload the final 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.
13. Update Audit Committee meeting notes with agenda items and DRI’s.
14. On the meeting day
    • Make note of the follow-up items, add them to the agenda under ask from the Audit Committee section in in the AC calendar along with the due date.
    • Schedule a call after the day of the Audit Committee meeting with the Principal Accounting Officer to review the agenda for the next meeting.