Huntington Bancshares Incorporated

Transcription

1 Audit Cmmittee Apprved By: Bard f Directrs Huntingtn Bancshares Incrprated Apprval Date 1 f 6 Purpse f Cmmittee The Audit Cmmittee (Cmmittee) is established by the Bard f Directrs (Bard) t assist the Bard in: Overseeing the integrity f Huntingtn s financial statements, including plicies, prcedures and practices regarding the preparatin f financial statements, the financial reprting prcess, disclsures, and the internal cntrl ver financial reprting (ICFR); Overseeing Huntingtn s Internal Audit Department (IAD) and the independent registered public accunting firm (IPA) qualificatins and independence; Overseeing cmpliance with Huntingtn s Financial Cde f Ethics fr CEO and Senir Financial Officers; and Overseeing cmpliance with crprate securities trading plicies. Membership The Cmmittee shall be members f the Bard and shall be cmprised f at least three directrs. Each f the members will be determined t be independent fr purpses f serving n the Cmmittee in accrdance with the prvisin f the Crprate Gvernance Guidelines and with the independence requirements f SEC and FDIC regulatins, and the stck exchange listing standards. All Cmmittee members shall be financially literate, and at least ne member shall be an audit cmmittee financial expert as defined by SEC regulatins. The cmmittee shall include members with banking r related financial management expertise, and shall nt include any large custmers, as required by the Federal Depsit Insurance Crpratin Imprvement Act ( FDICIA ) specificatins fr audit cmmittees f large institutins. The members f the Cmmittee shall be appinted by the Nminating and Crprate Gvernance Cmmittee. The Bard may, at any time and at its discretin, may change the membership. The Nminating and Crprate Gvernance Cmmittee shall designate a chairpersn fr the Cmmittee. Cmmittee members may nt receive any disallwed cmpensatin, and Cmmittee members may nt simultaneusly serve n the Audit Cmmittees f mre than three public cmpanies, including Huntingtn, withut Nminating and Crprate Gvernance Cmmittee apprval. Meetings, Structure and Operatins The Bard shall review and apprve this charter n an annual basis. The Cmmittee shall als perfrm an evaluatin f its perfrmance at least annually t determine if it is functining effectively and satisfying duties and respnsibilities as defined in this charter. The Cmmittee shall reprt n its self-evaluatin t the Bard. The Cmmittee shall meet in cnjunctin with the regularly scheduled Bard meetings, r as it therwise deems necessary. In general, the Cmmittee shall meet quarterly. A majrity f the Cmmittee members present fr a meeting shall cnstitute a qurum fr the transactin f business. The actin f the Cmmittee at a meeting in which a qurum is present shall be the act f the Cmmittee. The Cmmittee shall meet in executive sessin at any time, but nt less than twice a year. The Cmmittee will meet peridically with Huntingtn s Chief Auditr, Chief Financial Officer, General Cunsel and/r any ther member f management, and the IPA in separate executive sessins.

2 Audit Cmmittee Apprved By: Bard f Directrs Huntingtn Bancshares Incrprated Apprval Date 2 f 6 The Chief Auditr shall reprt directly t the Cmmittee, with an administrative reprting relatinship t the Chief Executive Officer. The IPA shall reprt directly t the Cmmittee. The Cmmittee shall establish prcedures fr the receipt, retentin, and treatment f cmplaints received by Huntingtn regarding accunting, ICFR, r auditing matters, and the cnfidential, annymus submissin by Huntingtn emplyees with cncerns regarding questinable accunting r auditing matters. The Cmmittee will als, under applicable regulatin, perfrm the duties required by law t be perfrmed by an audit cmmittee r a fiduciary audit cmmittee fr The Huntingtn Natinal Bank if The Huntingtn Natinal Bank des nt have its wn audit cmmittee, in either case t the extent permitted, and in the manner required, by applicable laws and regulatins. The Cmmittee shall designate a secretary t recrd the minutes and maintain ther relevant dcumentatin f all the meetings. Duties and Respnsibilities The Cmmittee shall have the fllwing duties and respnsibilities: Financial Reprting The Cmmittee shall annually review and apprve the charter f the Accunting Plicy Cmmittee and the Disclsure Review Cmmittee. The Cmmittee shall versee Huntingtn s financial reprting prcess, including the mnitring f management s respnsibility fr the preparatin, presentatin and integrity f Huntingtn s financial statements and fr the apprpriateness f the accunting principles and reprting plicies that are used by Huntingtn. The Cmmittee shall review and apprve any accunting plicy that is new r materially mdified n an annual basis. This review will include a descriptin f the underlying transactins, the reasn fr the change and a summary f the materiality f these changes based n criteria established by Securities and Exchange Cmmissin Staff Accunting Bulletin s 99 and 108 (SAB 99/108). The Cmmittee shall review a list f accunting and reprting matters requiring reslutin prir t the release f earnings each quarter. Cntempraneus dcumentatin will ccur, including the cnclusins reached by management. The dcumentatin will be retained in accrdance with Huntingtn s recrd retentin plicies. The Cmmittee shall review all knwn accunting differences (i.e. unrecrded adjustments and ut f perid items), and pst clsing entries greater than $3,000,000. This review will include a summary f the materiality f knwn accunting differences based n criteria established by SAB 99/108. The Cmmittee shall review the interim financial statements and disclsures under Management s Discussin and Analysis f Financial Cnditin and Results f Operatins with management and the independent auditrs prir t the filing f Huntingtn s Quarterly Reprt n Frm 10-Q. The Cmmittee shall discuss the results f the quarterly review and any ther matters required t be cmmunicated t the Cmmittee by the IPA under the

3 Audit Cmmittee Apprved By: Bard f Directrs Huntingtn Bancshares Incrprated Apprval Date 3 f 6 auditing standards f the PCAOB r SEC regulatins. The chair f the Cmmittee may represent the entire Cmmittee fr the purpses f this review. Prir t issuance, the Cmmittee will review and discuss the infrmatin t be included in earnings press releases, and any additinal financial infrmatin and earnings guidance generally prvided t analysts and rating agencies. The chair f the Cmmittee may represent the entire Cmmittee fr the purpses f this review. The Cmmittee shall review with management and the IPA the financial statements and disclsures under management s Discussin and Analysis f Financial Cnditin and Results f Operatins t be included in Huntingtn s Annual Reprt n Frm 10-K (r the annual reprt t sharehlders if distributed prir t the filing f Frm 10-K), including their judgment abut the quality, nt just the acceptability, f accunting principles, the reasnableness f significant judgments, and the clarity f the disclsures in the financial statements. The Cmmittee shall discuss the results f the annual audit and any ther matters required t be cmmunicated t the Cmmittee by the IPA under the auditing standards f the PCAOB r SEC regulatins. The Cmmittee shall review the effect f new r pending regulatry guidance and accunting standards, as well as ff-balance sheet structures, n the financial statements f Huntingtn. The Cmmittee shall review the CEO and CFO s disclsure and certificatins under Sectin 302 and 906 f the Sarbanes-Oxley Act. The Cmmittee shall prepare an annual reprt t be included in Huntingtn s annual prxy statement, as required by SEC regulatins. The Cmmittee will review with Huntingtn s General Cunsel legal matters that may have a material impact n the financial statements. Internal and External Audit The Cmmittee shall annually review and apprve the Internal Audit Department charter. The Cmmittee is respnsible fr the appintment and terminatin (subject, if applicable, t sharehlder ratificatin), cmpensatin, and versight f the wrk f the IPA, including reslutin f disagreements between management and the IPA regarding financial reprting. The Cmmittee shall pre-apprve all audit and nn-audit services prvided by the IPA. The Cmmittee may delegate pre-apprval authrity t a member f the Cmmittee. The decisins f any Cmmittee member t whm pre-apprval authrity is delegated must be presented t the full Cmmittee at its next scheduled meeting. The Cmmittee shall evaluate the IPA s qualificatins, perfrmance, and independence. Further, the Cmmittee will review the experience and qualificatins f the lead partner and ther senir members f the independent audit team each year and determine that all partner rtatin requirements, as prmulgated by applicable rules and regulatins, are executed. The Cmmittee will als cnsider whether there shuld be rtatin f the firm itself. The Cmmittee shall be directly respnsible fr the appintment, annual review, cmpensatin, and terminatin f the Chief Auditr. The Cmmittee n an annual basis will review and apprve the Internal Audit Department budget. The Cmmittee shall set clear hiring plicies fr emplyees r frmer emplyees f the independent auditrs that meet the SEC regulatins and stck exchange listing standards.

4 Audit Cmmittee Apprved By: Bard f Directrs Huntingtn Bancshares Incrprated Apprval Date 4 f 6 The Cmmittee shall discuss with the Chief Auditr and the IPA the verall scpe and plans fr their respective audits, including the adequacy f staffing, cntingencies t the plan and apprval f the annual internal audit plan. The Cmmittee will review with the IPA any audit prblems r difficulties and management s respnse. The Cmmittee shall review management s assertin n its assessment f the design and perating effectiveness f ICFR as f the end f the mst recent fiscal year and the IPA s reprt n management s assertin under Sectin 404 f the Sarbanes-Oxley Act and Sectin 112 f FDICIA. The Cmmittee shall review management s representatin letter and inquire f any difficulties btaining the representatins. The Cmmittee shall evaluate the quality f audit reprts. The Cmmittee shall review the quarterly internal audit related infrmatin and discuss significant trends and/r matters t ensure management actin plans r respnses sufficiently address. The Cmmittee shall discuss cmpletin f attrney-client privileged engagements by Internal Audit in executive sessin with apprpriate legal cunsel present. Financial Cde f Ethics and Legal Cmpliance The Cmmittee shall review and annually apprve Huntingtn s Financial Cde f Ethics fr CEO and Senir Financial Officers (Financial Cde f Ethics). The Cmmittee will review cmpliance by Huntingtn s CEO and the Senir Financial Officers with the Financial Cde f Ethics. The Cmmittee shall receive regular reprts, at least quarterly, frm the General Cunsel regarding the receipt, retentin and treatment f cmplaints related t accunting, internal accunting cntrls and auditing matters, including cnfidential, annymus submissins by emplyees pursuant t the Ethics Htline f cncerns regarding questinable accunting r auditing matters. The Cmmittee shall review and annually apprve the Ethics Line Plicy. The Cmmittee shall review, with Huntingtn s legal cunsel, legal cmpliance with crprate securities trading plicies. The Cmmittee will review with the General Cunsel f Huntingtn Bancshares Incrprated any legal matters brught t the Cmpany s attentin by the General Cunsel that may have a material impact n the Cmpany s financial statements r that invlve criminal cnduct r ptential criminal cnduct. Cmmittee Reprts In cnducting its respnsibilities, the Cmmittee has the authrity t request any reprts, infrmatin r appearance f management as it deems necessary t fulfill the Cmmittee s respnsibilities. At a minimum, the Cmmittee will receive the fllwing reprts n a rutine basis: The Cmmittee shall receive a written quarterly reprt frm the external auditrs stating that the firm has cnducted a review f Huntingtn s quarterly financial statements in accrdance with the auditing standards f the PCAOB.

5 Audit Cmmittee Apprved By: Bard f Directrs Huntingtn Bancshares Incrprated Apprval Date 5 f 6 The Cmmittee shall receive regular reprts frm the IPA n the critical accunting plicies and practices f Huntingtn, and all alternative treatments f financial infrmatin within generally accepted accunting principles that have been discussed with management and ther written cmmunicatins between the IPA and management. At least annually, the Cmmittee shall btain and review a reprt by the IPA describing: The firm s internal quality cntrl prcedures; Any material issues raised by the mst recent internal quality cntrl review, r peer review, f the firm, r by any inquiry r investigatin by gvernmental r prfessinal authrities, within the preceding five years, respecting ne r mre independent audits carried ut by the firm, and any steps taken t deal with any such issues; and All relatinships between the IPA and Huntingtn (t assess the auditr s independence) as required by the PCAOB. The Cmmittee shall receive reprts n any vilatins f Huntingtn s Financial Cde f Ethics by the CEO and Senir Financial Officers f Huntingtn. The Cmmittee shall receive, at least annually, reprts frm the General Cunsel f Huntingtn Bancshares Incrprated n the implementatin and effectiveness f the Cmpany s ethics htline and crprate securities trading plicy. The Cmmittee shall receive the fllwing internal audit related infrmatin quarterly: Current status f the annual audit plan and an update n ther audit activities; Internal audit reprts t management (r summaries theref) and management s respnse t identified issues, related trends and cmpliance vilatin if any; Results f fllw-up n criticized audits; Trend(s) f audit recmmendatins issued and summary f extended remediatin plans; Aging f utstanding audit recmmendatins issued t management (inactin r undue delay will result in appearance befre the Cmmittee t explain delinquent crrective actin) and clearance f implemented management actin plans; and Explanatin f past due audit recmmendatins; Current status f audit staffing. The Cmmittee shall receive reprts f nging internal and peridic external quality assurance reviews. Resurces and Authrity The Cmmittee is empwered t investigate any matter brught t its attentin, r initiated n its wn, with full access t all bks, recrds, facilities, and persnnel f Huntingtn. The Cmmittee may als wrk with ther cmmittees f the Bard r the Bard directly t investigate matters f interest t the Cmmittee. The Cmmittee has the authrity t engage independent cunsel and ther advisrs as it determines necessary t carry ut its duties with Huntingtn respnsible fr the expense f such advisrs. Huntingtn will prvide apprpriate funding, as determined by the Cmmittee, t any advisrs that the Cmmittee chses t engage, and fr payment f rdinary administrative expenses f the Cmmittee that are necessary r apprpriate in carrying ut its duties. The Cmmittee shall crdinate with the Cmpensatin Cmmittee, as apprpriate, n cmpensatin matters.

6 Audit Cmmittee Apprved By: Bard f Directrs Huntingtn Bancshares Incrprated Apprval Date 6 f 6 Cmmittee members are encuraged t enhance their familiarity with finance and accunting by participating in educatinal prgrams, including thse cnducted by the Cmpany r utside cnsultants. In additin t the plicies specifically mentined within this charter, the Cmmittee has the authrity t authrize management t develp and implement any additinal plicies and/r prcedures, as the Cmmittee deems apprpriate. Reprting t the Bard f Directrs The Cmmittee shall recmmend t the Bard whether the financial statements shuld be included in the annual reprt n Frm 10-K. The Cmmittee shall als reprt material infrmatin generated pursuant t its activities t the Bard and, where apprpriate, its recmmendatins fr actin by the Bard. Certain actins by the Cmmittee may be similarly reprted t the Bard fr apprval, ratificatin, and/r cnfirmatin. Any material mdificatins t the Cmmittee charter, by the Audit Cmmittee, shall be presented t the Bard fr apprval. The Cmmittee will prvide t the Bard, when apprpriate, any reprts necessary t allw the Bard t mnitr the activities f Huntingtn. The cmmittee must prepare the reprt that the SEC rules require be included in Huntingtn s annual prxy statement. General In perfrming their respnsibilities, Cmmittee members are entitled t rely in gd faith n infrmatin, pinins, reprts r statements prepared r presented by: One r mre fficers r emplyees f Huntingtn whm the Cmmittee members reasnably believe t be reliable and cmpetent in the matters presented; r Cunsel, IPAs, r ther persns as t matters, which the Cmmittee member reasnably believes t be within the prfessinal r expert cmpetence f such persn.