29 November 2003

The Audit Committee's Roadmap

The Audit Committee's Roadmap- AICPA Exhibit 4: "

By James W. Bean

Exhibit 4: A Sample Audit Committee Charter Adapted From Glendale Federal's Audit Committee Charter

One committee of the board of directors will be known as the audit committee. Only independent directors will serve on the audit committee. An independent director is free of any relationship that could influence his or her judgment as a committee member. An independent director may not be associated with a major vendor to, or customer of, the company. When there is some doubt about independence, as when a member of the committee has a short-term consulting contract with a major customer, the director should recuse himself from any decisions that might be influenced by that relationship.

The primary function of the audit committee is to assist the board in fulfilling its oversight responsibilities by reviewing the financial information that will be provided to the shareholders and others, the systems of internal controls management and the board of directors have established and all audit processes."

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