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Audit Committee Members
Cerner Corporation Audit Committee Charter
The Audit Committee (the “Committee”) is appointed by the Board to assist the Board in monitoring: a) the integrity of the financial statements of the Corporation; b) the independent registered public accounting firm’s qualifications and independence; c) the performance of the Corporation’s internal audit function and independent registered public accounting firm; and, d) the compliance by the Corporation with legal and regulatory requirements.
The Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of this Charter. These responsibilities are in addition to those duties set out for a member of the Board.
The Committee shall be comprised of three or more directors as determined by the Board, each of whom shall be independent directors as defined in: (a) NASDAQ Rule 5605(a)(2) , and, (b) Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Securities and Exchange Commission (the “Commission”) adopted thereunder, all as may be amended from time to time.
All members of the Committee shall be capable of reading and understanding fundamental financial statements, including the Corporation's balance sheet, income statement and cash flow statement. At least one member of the Committee shall: (a) have past employment experience in accounting or finance, requisite professional certification in accounting or any comparable experience or background which results in the individual's financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities, and, (b) qualify as an “audit committee financial expert” as defined by the Commission in Item 407(d)(5) of Regulation S-K, as amended from time to time. Committee members shall not simultaneously serve on the audit committees of more than two other public companies unless the Board determines that such simultaneous service would not impair the ability of such director to serve effectively on the Committee.
The Committee shall meet at least four times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Committee shall meet with representatives of the Corporation’s internal auditing group and the Corporation’s independent registered public accounting firm in separate executive sessions. The Committee may request any officer or employee of the Corporation or the Corporation’s outside counsel or independent registered public accounting firm to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee.
IV. RESPONSIBILITIES AND DUTIES
A. Retention and Oversight of Independent Registered Public Accounting Firm.
The Committee has sole authority and direct responsibility to appoint, compensate, evaluate, retain, replace and oversee the work of the independent registered public accounting firm for the purpose of rendering or issuing an audit report or related work or performing other audit, review or attest services for the Corporation. The independent registered public accounting firm will report directly to the Committee and will, in all respects, be accountable to the Committee. Accordingly, the Committee shall have direct responsibility to:
B. Financial Disclosure
In fulfilling its duties and responsibilities, the Committee shall:
Oversight of the Corporation's Internal Audit Function
In conjunction with the Committee's review of financial statements and reports, the Committee shall:
Ethical and Legal Compliance
In fulfilling its duties and responsibilities, the Committee shall from time to time, as it determines:
E. Other Responsibilities
V. ADDITIONAL MATTERS
A. To the extent permitted by applicable law and the rules of the NASDAQ Stock Market, as amended from time to time, the Committee may delegate authority to individual Committee members or such subcommittees as the Committee deems appropriate and shall review the actions of all such individuals or subcommittees as appropriate. Without limiting the foregoing, the Committee may delegate to the Chair the authority to: (i) pre-approve any engagement for audit services or permitted non-audit services, provided that the delegation is accomplished in accordance with Section IV.A.(v) hereof, and, (ii) discuss with the independent registered public accounting firm the matters required to be discussed under generally accepted auditing standards with respect to interim financial statements.
B. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee: (i) to plan or conduct audits, or, (ii) to determine that the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. This is the responsibility of management and the independent registered public accounting firm.
C. The Committee may rely in good faith upon the records of the Corporation and upon the information, opinions, reports or statements presented to the Committee by management and the independent registered public accounting firm. The Committee shall not be required to verify any such information unless in the Committee’s good faith judgment the circumstances justify such verification.
D. The Committee may conduct or authorize investigations into any matters within the scope of this Charter.
Adopted by the Audit Committee and Board on Directors on March 10, 2000,Revised by the AC and Board on April 11, 2003, May 26 & 27, 2005, May 22 & 23, 2008,December 9 & 10, 2008, May 26- 27, 2011, May 17 & 18, 2012, and May 23-24, 2013, and March 5, 2014.
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