Audit Committee Charter
C.H. ROBINSON WORLDWIDE, INC.
Audit Committee Charter
(as amended August 7, 2013)
There shall be a committee of the Board of Directors to be known as the Audit Committee
(the “Audit Committee”). The Audit Committee shall be composed of three or more
directors as determined by the Board, each of whom shall be independent of the
management of the Company, and shall meet the independence and experience
requirements of the Securities and Exchange Commission (“SEC”) and The Nasdaq Stock
Market, Inc. (“Nasdaq”) (as such requirements may be modified or supplemented from
time to time). All members of the Audit Committee shall have an understanding of finance
and accounting sufficient to be able to read and understand financial statements including
the company’s income statement, balance sheet and cash flow statement. At least one
member of the Audit Committee shall be an “audit committee financial expert” as defined
by the SEC. The members of the Audit Committee shall be appointed and replaced by the
Board on the recommendation of the Governance Committee.
The Audit Committee shall meet at least four times annually, or more frequently as
circumstances dictate. The Audit Committee shall meet periodically with management, the
manager of internal controls and the internal auditors, and the independent auditor in
separate executive sessions to discuss any matters that the Audit Committee or each of
these groups believe should be discussed privately. The Audit Committee may request any
officer or employee of the Company or the Company’s outside counsel or independent
auditor to attend a meeting of the Audit Committee or to meet with any members of, or
consultants to, the Audit Committee. A member of management, normally the Company’s
Secretary, may be appointed by the Audit Committee to serve as non-voting Secretary to
the Audit Committee.
Statement of Policy
The Audit Committee shall provide assistance to the Board of Directors in fulfilling their
oversight responsibilities relating to corporate accounting, reporting practices of the
Corporation and the quality and integrity of the financial reports of the Corporation. The
Audit Committee, on behalf of the Board of Directors, will be responsible for the
independent external audit of the Company’s financial reports. In so doing, it is the
responsibility of the Audit Committee to establish procedures for the receipt, retention,
response to and treatment of complaints, including confidential, anonymous submissions
by the Company’s employees, regarding accounting, internal controls or auditing matters,
and maintain free and open means of communication among the directors, the independent
auditors, the internal auditors, and the financial management of the Company.
The Audit Committee has the authority to conduct any investigation appropriate to
fulfilling its responsibilities, and it has direct access to the independent auditors as well as officers and employees of the Company. The Audit Committee has the authority to retain,
at the Company’s expense, special legal, accounting or other consultants or experts it
deems necessary in the performance of its duties. The Company shall at all times make
adequate provisions for the payment of all fees and other compensation, approved by the
Audit Committee, to the Company’s independent auditors in connection with the issuance
of its audit report, or to any consultants or experts employed by the Audit Committee.
1. Accounting and Reporting
Review the Company’s annual audited financial statements prior to filing or
As part of that review, discuss with management and the independent auditors
and assess the following:
significant accounting and reporting issues, critical accounting
estimates and underlying judgments
alternative treatments of financial information within generally
accepted accounting principles that have been discussed with
management, the ramifications of the use of such alternative treatments
and the treatment preferred by the auditors
nature and substance of significant accruals, reserves and other
proposals by management to establish or change significant accounting
policies and practices
significant risks or exposures and assess the steps management has
taken to minimize such risk
appropriateness of management’s discussion and analysis of operations
in SEC filings and consistency with financial statements
the impact of proposed FASB/SEC and any other accounting
pronouncements for their potential impact on the Company
the income tax status of the Company
accounting and reporting management of the Company, including the
depth and succession plan of the financial management team
internal controls of the Company
any auditor report to the Audit Committee required under the rules of
the SEC (as may be modified or supplemented from time to time)
any other material written communications between the auditors and
Based on such review, determine whether to recommend to the Board the
annual audited financial statements be included in the Company’s Annual
Report filed under the rules of the SEC.
Receive drafts of the Company’s quarterly reports on Form 10-Q and have the
opportunity, before the Form 10-Q is filed with the SEC, to review with
management and the independent auditors, the quarterly financial statements
and the disclosure under “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” to be included in the Form 10-Qs.
Discuss with management the Company’s earnings press releases, including the
use of “pro forma” or “adjusted” non-GAAP information, as well as financial
information and earnings guidance provided to analysts and rating agencies.
Such discussion may be done generally (consisting of discussing the types of
information to be disclosed and the types of presentations to be made).
Review with management legal and regulatory matters that may have a material
impact on the financial statements, related Company compliance policies, and
programs and reports received from regulators.
Annually prepare a report to stockholders as required by the SEC to be included
in the Company’s annual proxy statement.
2. Independent External Audit
To select, retain, compensate, oversee and terminate, if necessary, any
Have the sole authority to appoint, terminate or replace the independent auditor
(subject, if applicable, to shareholder ratification). The Audit Committee shall
be directly responsible for the compensation and oversight of the work of the
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 related work. The
independent auditor shall report directly to the Audit Committee.
registered public accounting firm engaged for the purpose of preparing or
issuing an audit report or performing other audit review or attest services for the
Review and assess the independence and objectivity of independent auditors,
including, on an annual basis, review and discuss with the independent auditors
all significant relationships they have with the Company that could impair the
auditors’ independence. Such review should include receipt and review of a
written report from the independent auditors regarding their independence
consistent with Rule 3526 of the Public Company Accounting Oversight Board
(“Rule 3526”) (as may be modified or supplemented).
Review, understand and approve the scope of external audit, the overall audit
approach and the key audit risk considerations.
Pre-approve all audit and permitted non-audit and tax services performed by the
independent auditors. The Audit Committee may designate a member of the
Audit Committee to represent the entire Audit Committee for purposes of
approval of non-audit services, subject to review by the full Audit Committee at
the next regularly scheduled meeting. The Company’s independent auditors
may not be engaged to perform prohibited activities under the Sarbanes-Oxley
Act of 2002 or the rules of the Public Company Accounting Oversight Board or
Review with management and the independent auditors at the completion of the
any significant changes required in the audit plan
any serious difficulties or disputes with management encountered
during the course of the audit
any unrecorded audit adjustments
auditor observations about the corporate control environment and
overall fairness of the annual financial statements
other matters related to the conduct of the audit which are to be
communicated to the Audit Committee under generally accepted
any issues on which the Company’s audit team consulted with the
national office of the independent auditor
3. Internal Audit
Review the budget, scope and plans of the internal audit function.
Review the appointment, performance and replacement of the director of
Coordinate the scope and objectives of the internal audit function with those of
the external audit.
Review all findings of any completed internal audit projects.
Consider and review with management and the director of internal audit:
significant findings during the year and management’s responses
any difficulties encountered in the course of their audits, including any
restrictions on the scope of their work or access to required information
any changes required in the planned scope of their audit plan
Review and approve all related-party transactions.
Review all significant information systems initiatives for their impact on the
internal control environment and financial reporting accuracy.
Review of the risk management status of the Company on an annual basis.
Monitor the Company’s Code of Conduct practices and the Conflicts of Interest
Program conducted by the Corporate General Counsel as part of the Foreign
Corrupt Practices Act.
Report to the full Board of Directors on any financial matters requested and
make recommendations as the Audit Committee deems appropriate.
Review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval, and submit this Charter to the
Board of Directors for approval and cause the Charter to be approved at least
once every three years in accordance with the regulations of the SEC and
Review the Audit Committee’s own performance
Perform such other functions as assigned by law, the Company’s Charter or
Bylaws, or the Board of Directors.