GIRLS WHO INVEST, INC.
AUDIT AND FINANCE COMMITTEE CHARTER
1. Purpose
The Audit and Finance Committee (the “Committee”) is a standing committee appointed by the Board of Directors (the “Board”) of Girls Who Invest, Inc. (the “Organization”) to (1) to assist the Board with its responsibility to provide oversight of management regarding: (i) the Organization’s systems of internal controls and risk management; (2) the integrity of the Organization’s financial statements; (3) the Organization’s compliance with legal and regulatory requirements and ethical standards, (4) the engagement, independence and performance of the Organization’s independent auditors, (5) the Organization’s budget and cash flows and (6) the Organization’s investment policies.
2. Committee Membership
2.1 The Committee shall be comprised of no fewer than three (3) members of the Board. Each member of the Committee shall meet all applicable independence requirements, including being an “Independent Director” (as such term is defined in the Organization’s Conflict of Interest and Disclosure Policy, as may be amended from time to time). The members and Chair of the Committee shall be appointed and removed by the Board.
2.2 Committee members shall have a basic understanding of finance, accounting and fundamental financial statements. At least one (1) member of the Committee shall have a sophisticated understanding of financial reporting and accounting as determined by the Board.
3. Authority of the Committee
3.1 The Committee’s role is one of oversight. The Organization’s management is responsible for preparing the Organization’s financial statements and the independent auditors are responsible for auditing those financial statements. The Committee recognizes that management and the independent auditors have more time, knowledge and detailed information about the Organization than do the Committee members. Consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurance as to the auditor’s work.
3.2 In discharging its role, the Committee is empowered to inquire into any matter it considers appropriate to carry out its responsibilities, with access to all books, records, facilities and personnel of the Organization. In addition to retaining the Organization’s independent auditor, the Committee shall have the power to retain outside counsel, other auditors or other advisors to assist it in carrying out its activities. The Organization shall provide adequate resources to support the Committee’s activities, including compensation of the Organization’s independent auditor and any counsel, other auditors and other advisors retained by the Committee. The Committee shall have the sole authority to retain, compensate, direct, oversee and terminate the Organization’s independent auditor and any counsel, other auditors and other advisors hired to assist the Committee, who shall be accountable ultimately to the Committee.
3.3 The Committee may request any person including, but not limited to, any officer or employee of the Organization or the independent auditor, to attend Committee meetings or to meet with any members of, or advisors to, the Committee.
3.4 The Committee shall have such other authority as may be delegated to it by resolution of the Board.
4. Responsibilities of the Committee
4.1 The Committee shall undertake the following responsibilities, which are set forth as a guide. The Committee is authorized to carry out these activities and other actions reasonably related to the Committee’s purposes or assigned by the Board to the Committee from time to time.
(a) Independent Audit
(i) Recommend the appointment, review and approve the terms of the independent auditor’s retention, engagement and scope and planning of the annual audit, pre approve any audit-related and non-audit related services (including the fees and terms thereof) to be provided by the independent auditor, and, in connection with any pre-approval of permissible tax services and services related to internal control over financial reporting, discuss with the independent auditor the potential efforts of such services on the independence of the auditor, and evaluate, compensate and oversee the work of, the independent auditor who shall report directly to the Committee, and, if appropriate, terminate the independent auditor’s engagement.
(ii) Review and confirm the independence of the independent auditor annually by obtaining and reviewing a report from the independent auditor delineating all relations between the independent auditor and the Organization and discussing with the independent auditor any such disclosed relationships and their impact on the independent auditor’s independence, and by obtaining the auditor’s assertion of independence in accordance with professional standards.
(iii) At least every three (3) years, review and approve the terms of the independent auditor’s retention, including a review of fees charged by the independent auditor for the annual audit.
(iv) Review the report from the independent auditor describing the auditing firm’s internal quality-control procedures and any material issues raised by the most recent quality-control review of the firm.
(v) Review with the independent auditor any problems the auditor has encountered performing the audit, any management letter provided and the Organization’s response to that letter, and matters that the independent auditor is required to communicate to the Committee.
(vi) Upon completion of the audit, review and discuss with management and the independent auditor (i) any significant findings during the year, (ii) material risks and weaknesses in internal controls identified by the independent auditor, (iii) any restrictions on the scope of activities or access to required information, (iv) any significant disagreements between the independent auditor and management, (v) any changes required in the scope of the audit plan, the audit budget and staffing, and coordination of audit efforts and (vi) the adequacy of the Organization’s accounting and financial reporting processes.
(b) Internal Control and Risk Oversight
(i) Review and discuss with management and the independent auditor the adequacy of the Organization’s internal controls and the Organization’s major financial risks or any significant exposures and assess the steps management has taken to minimize such exposures.
(ii) Review and discuss with management and the independent auditor the Organization’s policies with respect to risk assessment and risk management.
(iii) Oversee compliance with and review the effectiveness of the Organization’s internal control systems, including through regular executive sessions, whether internal control recommendations identified by independent auditors have been implemented by management.
(iv) Adopt, implement and oversee compliance with, procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls or auditing matters and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
(c) Financial Reporting
(i) Review and discuss with management and the independent auditor all critical accounting policies and practices used by the Organization and any significant changes in the Organization’s accounting policies.
(ii) Review with the independent auditor significant accounting and reporting issues, including recent professional and regulatory pronouncements, understand their impact on the financial statements and ensure that all such issues have been considered in the preparation of the financial statements.
(iii) Review issues related to judgments made involving valuation of assets and liabilities and commitments and contingencies.
(iv) Review with management and the independent auditor the annual financial statements and annual audit report. Review with management any problems or difficulties related to the financial statements or audit and management’s response.
(v) Review with management and the independent auditor any complex and/or unusual transactions or other significant matters or events not in the ordinary course of business.
(vi) Annually review with management and the external tax advisor any issues or judgmental areas relating to the Organization’s tax compliance.
(d) Financial Management
(i) Oversee fiscal accountability and ongoing financial monitoring of the Organization, including ensuring that management reviews historical financial trends and results.
(ii) Review the budget prepared by management, including operating and capital budgets as well as cash flow status and projections, and make recommendations to the Board on the budget.
(iii) Monitor that the budget’s priorities are designed to achieve the Organization’s programmatic and financial goals and reflects the policies of the Board.
(iv) Set key financial performance indicators for the Organization and monitor these indicators regularly.
(v) Develop and monitor the Organization’s investment policies and practices. Review on a semi-annual basis the performance of the Organization’s investments. Review and approve the fund manager(s) for the Organization.
(vi) Adequately inform the Board regarding financial matters of the Organization.
(e) Oversight of Legal and Ethical Compliance
(i) Review periodically with the Organization’s legal counsel the scope and effectiveness of the Organization’s legal and regulatory compliance policies and programs and ethical standards and policies.
(ii) Oversee legal and regulatory compliance and compliance with ethical standards and policies, including the implementation of, and compliance with, the Organization’s Conflict of Interest and Disclosure Policy and Whistleblower Policy, and act on reports of non-compliance.
(iii) Review and discuss with management and the auditors any possible areas of noncompliance with laws or policies and ensure that management follows up with relevant procedures where appropriate.
(iv) Review, discuss with management and the independent auditor, and approve or ratify any transaction or courses of dealing with related persons (e.g., including directors, executive officers, their immediate family members) that are significant in size or involve terms or other aspects that would likely be negotiated with independent parties, involving any safeguards or additional procedures to be applied in such circumstances.
(f) Other Responsibilities
(i) Maintain minutes of meetings and periodically report Committee findings, recommendations and actions to the Board, including on any issues that arise with respect to the quality or integrity of the Organization’s financial statements, the performance and independence of the independent auditors, the Organization’s compliance with legal or regulatory requirements and its ethical standards and policies, and any other matters the Committee deems appropriate or the Board requests.
(ii) The Committee shall review annually the adequacy of this Charter. The performance and effectiveness of the Committee and this Charter will be assessed annually as part of the Board’s evaluation process.
5. Meetings, Reports and Procedures
5.1 The Committee shall hold a minimum of two (2) regular meetings per year, which shall be scheduled as nearly as practicable to occur in connection with the quarterly meetings of the Board. Additional meetings may occur as the Committee or its Chair deems advisable.
5.2 The Committee shall meet at least annually with the independent auditor of the Organization without members of management present to provide the opportunity for full and frank discussion.
5.3 The Committee is governed by the rules regarding meetings (including meetings by conference telephone or similar communications equipment), action without meetings, waiver of notice, and quorum and voting requirements as are applicable to the Board. The Committee is authorized and empowered to adopt its own rules of procedure not inconsistent with (a) any provision of the Certificate of Incorporation and Amended and Restated By-laws of the Organization, or (b) the New York Consolidated Laws, Not-For-Profit Corporation Law.
5.4 In advance of every meeting, the Chair of the Committee, with the assistance of management of the Organization, as appropriate, shall prepare and distribute to the Committee members and others as deemed appropriate by the Chair, an agenda of matters to be addressed at the meeting.
5.5 The Committee shall keep adequate minutes of all its proceedings, and will report through the Committee Chair to the Board following meetings of the Committee. Committee members will be furnished with copies of the minutes of each meeting and any action taken.