Lowe’s Companies, Inc.
Audit Committee Charter
Purpose
The Committee’s purpose is to assist the Board in fulfilling its oversight responsibilities for (i) the
integrity of the Company’s financial statements and its financial reporting process; (ii) the
independence and qualifications of the Company’s independent auditor; (iii) the performance of
the internal audit function and independent auditors; and (iv) the Company’s compliance with legal
and regulatory requirements, including internal controls designed for that purpose.
The Committee shall prepare any reports required by law to be prepared by the Committee,
including any reports required to be included in the Company’s annual proxy statement.
Composition
The Committee shall consist of at least three members of the Board, each of whom shall meet the
independence and financial literacy requirements of the New York Stock Exchange (NYSE) and
the rules of the Securities and Exchange Commission (SEC). At least one member of the
Committee shall be a “financial expert” as defined by SEC rules and regulations. Members of the
Committee are not employees of the Company and are not responsible for conducting the audit or
performing other accounting procedures.
Meetings
The Committee shall meet at least four times a year, with authority to convene additional meetings
as often as may be necessary or appropriate. The Committee may invite the Chairman of the Board
or Lead Director, as the case may be, other directors, members of management, auditors or others
to attend meetings and provide pertinent information, as necessary. The Committee shall
periodically hold meetings with management, with internal audit, and with the independent auditor
and shall regularly meet in executive sessions without such individuals present. The Committee
shall report to the full Board regularly following each meeting and make such recommendations
to the Board as the Committee deems appropriate.
Responsibilities and Authority
The Committee shall have the following responsibilities and authority:
A. Financial Reporting and Disclosure
1. To review and discuss with management and the independent auditor the Company’s
annual audited financial statements, including significant issues regarding accounting
principles, estimates, judgments and practices, and disclosures made under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” prior to filing
the Company’s Form 10-K and recommend to the Board whether the audited financial
statements should be included in the Company’s Form 10-K.
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2. To review and discuss with management and the independent auditor the Company’s
quarterly financial statements, including significant issues regarding accounting principles,
estimates, judgments and practices, and disclosures made under “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” and the results
of the independent auditor’s review of the quarterly financial statements, prior to filing the
Company’s Form 10-Q. The Chair of the Committee may represent the entire Committee
for purposes of this review.
3. To review and discuss with management and the independent auditor at least annually the
effect of significant regulatory, legislative and accounting initiatives that may impact the
financial reporting environment for the Company.
4. To discuss with management, the independent auditor and the Company’s internal audit
department their qualitative judgments about the acceptability and appropriateness of
accounting principles and financial disclosure practices used or proposed to be adopted by
the Company, particularly the degree of aggressiveness or conservatism of its accounting
principles and underlying estimates.
5. To review analyses prepared by management and/or the independent auditor of significant
financial reporting issues and judgments made in connection with the preparation of the
Company’s financial statements, including analyses of the effects of alternative generally
accepted accounting practices (GAAP) methods on the financial statements.
6. To review significant issues regarding the Company’s auditing and accounting principles
and practices and financial statement presentations and any major changes as suggested by
the independent auditor, internal auditor or management.
7. To prepare the report required by the rules of the SEC to be included in the Company’s
annual proxy statement.
8. Prior to the annual filing of the Company’s Form 10-K, to review a report from the
independent auditor on: (i) critical accounting policies and practices to be used; (ii)
alternative treatments of financial information within GAAP that have been discussed with
management, including ramifications of the use of such alternative disclosures and
treatments, and the treatment preferred by the independent auditor; and (iii) other material
written communications between the independent auditor and management, such as any
management letter or schedule of unadjusted differences.
9. To review and discuss earnings press releases, including the use of “pro forma” or
“adjusted” non-GAAP financial information, and financial information with respect to
earnings guidance provided to analysts and rating agencies, which may consist of a
discussion of the types of information to be disclosed and the type of presentation to be
made and need not be done in advance.
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B. Internal Control
1. To review and discuss the Company’s major financial risk exposures and the steps
management has taken to identify, assess, monitor, control, remediate and report such
exposures.
2. To discuss with management, the independent auditor and the Company’s internal audit
department significant issues as to the adequacy of the Company’s internal controls and
any special audit steps adopted in light of material control deficiencies.
C. Internal Audit
1. To review and concur with the Company’s Chief Financial Officer in the appointment,
appraisal, replacement, reassignment or dismissal of the Vice President of Internal Audit.
2. To meet with the Vice President of Internal Audit no less than once per year to: (i) review
the Internal Audit department’s scope, staffing, training/development, budget and audit
schedule, including the risk assessment upon which the audit schedule was developed, as
well as plans for reviews of the Company’s information systems, procedures and controls;
and (ii) review and approve the internal audit plan and any significant subsequent changes
to the plan, the results of internal audit activities, including the independence, objectivity
and qualifications of the internal audit staff, escalation procedures for special reviews, and
periodically review and approve the Internal Audit department charter.
D. Independent Auditor
1. To be directly and solely responsible for the appointment, compensation, retention and
oversight of the work of the Company’s independent auditor (including resolution of
disagreements between management and the independent auditor regarding financial
reporting) for the purpose of preparing or issuing an audit report or performing other audit,
review or attest services for the Company, with such independent auditor reporting directly
to the Committee.
2. To discuss with the independent auditor the matters required to be discussed by PCAOB
Auditing Standard No. 1301 relating to the conduct of the audit.
3. To consider whether the provision of permitted non-audit services is compatible with
maintaining the independent auditor’s independence.
4. To review the scope and general extent of the independent auditor’s audit examination
prior to the annual audit, taking into account the Vice President of Internal Audit’s
evaluation for the performance of the independent accountants, including the degree of
audit coordination and overall audit coverage.
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5. To regularly review with the independent auditor any problems or difficulties the auditor
may have encountered in the course of the audit work and management’s response,
including: (i) the responsibilities, budget and staffing of the Company’s internal audit
function; (ii) any restrictions on the scope of activities or access to required information,
and any significant disagreements with management; (iii) any accounting adjustments that
were noted or proposed by the auditor but were not made by the Company; (iv) any
communications between the audit team and the independent auditor’s national office
concerning material auditing or accounting issues; and (v) any “management” or “internal
control” letter issued, or proposed to be issued, by the independent auditor to the Company.
6. To pre-approve all engagements related to audit, review and attest reports required under
the securities laws and all other engagements permissible under the Exchange Act, subject
to such exception with respect to such other engagements as may be provided under the
Exchange Act, for services to be performed for the Company by its independent auditor,
including, in both cases, the fees and terms. The Chair of the Committee may grant preapproval of audit and permitted non-audit services, provided the Chair’s pre-approval
decisions shall be presented to the full Committee at its next scheduled meeting.
7. To set clear policies for hiring current or former employees of the independent auditor in
accordance with applicable law.
8. At least annually, to obtain and review a report from the independent auditor describing:
(i) the firm’s internal quality-control procedures; (ii) any material issues raised by the most
recent internal quality-control review, or by any inquiry, review or investigation by
governmental or professional authorities, within the preceding five years, respecting one
or more independent audits carried out by the independent auditor, and any steps taken to
address any such issues; and (iii) relationships between the independent auditor and the
Company in order to assess the auditor’s independence.
9. To conduct an annual evaluation of the qualification, performance and independence of the
independent auditor, including a review and evaluation of the performance of the lead audit
partner.
10. To ensure the regular rotation of the lead audit partner in accordance with applicable law
and to consider whether there should be regular rotation of the independent audit firm.
E. Legal and Compliance
1. To review with the Company’s Chief Legal Officer and Chief Compliance Officer: (i) legal
matters that may have a material impact on the Company’s financial statements, accounting
policies, compliance with applicable laws and regulations and any material reports or
inquiries received from regulators or governmental agencies; and (ii) the program of
monitoring compliance with the Company’s Code of Business Conduct and Ethics.
2. To establish procedures for the receipt, retention and treatment of complaints received by
the Company regarding accounting, internal accounting controls or auditing matters, and
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the confidential, anonymous submission by employees of concerns regarding questionable
accounting or auditing matters.
F. Other Responsibilities and Authority
1. To review and reassess the adequacy of this Charter annually and submit changes to the
Board for approval.
2. To conduct an annual evaluation of the Committee’s performance with the assistance of
the Nominating and Governance Committee.
3. To retain outside advisors, including legal counsel, accountants and other experts, as it
deems necessary to perform its duties and responsibilities; approve the fees and expenses
of such advisors; and incur such other ordinary administrative expenses as are necessary
or appropriate in carrying out its duties. The Committee shall receive appropriate funding
from the Company, as determined by the Committee, for payment of compensation of such
advisors and for such ordinary expenses.
4. To seek any information it requires from books, records, facilities and employees of the
Company or from external parties.
5. To perform other activities related to this Charter as may be requested by the Board.
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