(Amended Effective December 6, 2017)
The purpose of the Audit and Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of Simpson Manufacturing Co., Inc. (the “Company”) shall be to assist the Board in its oversight of the integrity of the financial statements of the Company, of the Company’s compliance with legal and regulatory requirements, of the independence and qualifications of the independent auditor, of the performance of the Company’s internal audit function and independent auditors; of the Company’s risk assessment and management practices, and of the Company’s financial structure and strategy.
The Committee shall consist of no fewer than three members. The members of the Committee shall meet the independence and experience requirements of the New York Stock Exchange, Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the Commission (taken together, the “Applicable Rules”). The Company shall disclose as required by the Commission whether at least one member of the Committee is an “audit committee financial expert” as defined by the Commission. The simultaneous service on the audit committees of more than two other public companies requires a Board determination that such simultaneous service does not impair the ability of such member to serve effectively on the Company’s Audit and Finance Committee. The Board is responsible for the appointment and removal of Committee members.
The Committee shall meet not less frequently than quarterly. The Board may designate one member of the Committee as its Chairperson and in the absence of any such designation by the Board, the Committee shall designate by majority vote of the full Committee one member of the Committee as its Chairperson.
The Committee will meet periodically with management, the internal auditor and the independent auditors in separate executive sessions, and also in executive session without management.
The Committee may request that any directors, officers or employees of the Company, or other persons whose advice and counsel are sought by the Committee, attend any meeting of the Committee to provide such pertinent information as the Committee requests. The Committee may also delegate matters to a subcommittee of the Committee.
Following each of its meetings, the Committee shall deliver a report on the meeting to the Board, including a summary description of actions taken by the Committee at the meeting. The Committee shall keep written minutes of its meetings, which minutes shall be maintained with the books and records of the Company.
The Committee to the extent it deems necessary or appropriate or as required by the Applicable Rules shall:
- Have the sole authority to appoint, retain, compensate, evaluate and terminate the independent auditors. The Committee shall be directly responsible for the compensation and oversight of the work of the independent auditors (including resolution of disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work. The independent auditors shall report directly to the Audit Committee.
- Preapprove all auditing services and permitted nonaudit services (including the fees and terms thereof) to be performed for the Company by its independent auditors, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act, which should be approved by the Committee prior to the completion of the audit. In connection with such approvals, the Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant preapprovals shall be presented to the full Committee at a subsequent meeting.
- Have the authority, to the extent it deems necessary or appropriate, to retain independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditors for the purpose of preparing or issuing an audit report and to any advisors employed by the Committee.
Financial Statement and Disclosure Matters
- Review and discuss with management and the independent auditors the annual audited financial statements, and disclosures made in management’s discussion and analysis (“MD&A”), and recommend to the Board whether the audited financial statements should be included in the Company’s Annual Report on Form 10-K.
- Review and discuss with management and the independent auditors the Company’s quarterly financial statements, including disclosures made in the MD&A, prior to the filing of its Quarterly Reports on Form 10-Q, including the results of the independent auditors’ review of the quarterly financial statements
- Review major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; major issues as to the adequacy of the Company’s internal controls; and any special audit steps adopted in light of material control deficiencies.
- Review analyses prepared by management (and/or the independent auditor as noted in item 8 below) setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements.
- Discuss quarterly reports from the independent auditors on the following:
- All critical accounting policies and practices to be used.
- All alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent auditors.
- Other material written communications between the independent auditors and management, such as any management letter or schedule of unadjusted differences.
- 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 the type and presentation of information to be presented in 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) rather than specifically as to individual press releases, analysts and rating agencies.
- Discuss with management and the independent auditors the effect of applicable regulations and accounting profession initiatives as well as any off-balance sheet structures on the Company’s financial statements.
- Engage in ongoing discussions with management about the Company’s major financial risk exposures and the process and system which management employs to monitor and control such exposures, it being understood that it is the job of management to assess and manage the Company’s exposure to risk and the Committee’s responsibility is to discuss guidelines and policies by which risk assessment and management are undertaken.
- Discuss with the independent auditors the matters required to be discussed by the prevailing auditing standards, and applicable requirements of the Public Company Accounting Oversight Board relating to the conduct of the audit, including any difficulties encountered in the course of the audit work, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management, including any significant accounting adjustments that were noted or proposed by the independent auditors but were rejected by management.
- Review disclosures made to the Audit Committee by the Company’s CEO and CFO during their certification process for the Annual Report on Form 10-K and Quarterly Reports on Form 10-Q about any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls.
Oversight of the Company’s Relationship with the Independent Auditors
- Review and evaluate the lead partner of the independent auditors’ team.
- Obtain and review a report from the independent auditors at least annually regarding (a) the independent auditors’ internal quality-control procedures, (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues and (d) all relationships between the independent auditors and the Company.
- Evaluate the qualifications, performance and independence of the independent auditors, including considering whether the auditors’ quality controls are adequate and whether the provision of any permitted non-audit services is compatible with maintaining the auditors’ independence, and taking into account the opinions of management and internal auditors. This shall include a review and discussion of the annual communication as to independence delivered by the independent auditors pursuant to applicable auditing standards and rules. Present conclusions with respect to the independent auditors to the Board.
- Ensure the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law.
- Establish policies for the Company’s hiring of employees or former employees of the independent auditors who participated in any capacity in the audit of the Company.
- Meet with the independent auditors prior to the audit to discuss the planning and staffing of the audit; including the type and scope of services to be provided by the independent auditors.
Oversight of the Company’s Internal Audit Function
- Review the appointment, performance and replacement, as necessary, of the senior internal auditing executive.
- Review the significant issues raised in reports to management prepared by the internal auditing department and management’s responses.
- Review at least annually the internal audit department and its mission, responsibilities, independence, procedures, budget and staffing and any recommended changes in the planned scope of the internal audit. This review shall include discussions with the independent auditors regarding these matters.
Compliance Oversight Responsibilities
- Obtain from the independent auditors assurance that Section 10A(b) of the Exchange Act has not been implicated. Section 10A(b) relates to illegal acts that have come to the attention of the independent auditors during the course of the audit.
- As required by applicable law, review at least annually the report prepared by management, and attested to by the independent auditors, assessing the effectiveness of the Company’s internal control structure and procedures for financial reporting and stating management’s responsibility to establish and maintain such structure and procedures, prior to its inclusion in the Company’s annual report.
- Establish and oversee procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. Review periodically with management and Internal Audit these procedures and any significant complaints received.
- Discuss with management and the independent auditors any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.
- Discuss quarterly with the Company’s Counsel legal matters that may have a material impact on the Company’s financial statements.
- Review periodically with the Company’s Counsel or appropriate delegates, the company’s compliance with legal and regulatory requirements.
- Discuss annually with the individual(s) with operational responsibility for the compliance and ethics program the implementation and effectiveness of the Company’s compliance and ethics program in detecting and preventing violations of law and the Company’s Code of Business Conduct and Ethics.
- Review annually with management and the Internal Audit Director the Company’s capital budget approval process, and an analysis of a sampling of completed projects compared to projected performance.
- Review whether a sound and effective approach has been followed in the Company’s business continuity planning arrangements, including whether business continuity and disaster recovery plans have been periodically updated and tested.
- Review management’s assessment of the Company’s enterprise risk management framework on its control environment and insurance arrangements.
- Periodically review the Company’s information technology strategy and provide oversight on all matters related to information technology systems and procedures, including data privacy and security.
- Review, not less than annually, the Company’s dividend policy and recommend any changes therein to the full Board of Directors;
- Review, not less than annually, and assess the adequacy of, the Company’s insurance programs including, but not limited to, its directors’ and officers’ liability coverage and report its conclusions to the full Board of Directors;
- Review with management the Company’s long-range financial policies and objectives;
- Provide advice and counsel to management on the financial aspects of significant acquisitions and divestitures, major capital commitments, proposed financings and other significant transactions of a financial nature, and review annually an acquisition and capital projects post-completion assessment;
- Review and make recommendations concerning significant changes in the capital structure of the Company, including plans or programs for the repurchase or redemption of Company securities;
- Review, from time to time as necessary, the tax policy utilized by management on behalf of the Company;
- Review and, when authorized by resolution of the Board of Directors, approve the principal terms and conditions (e.g. price, rate, maturity) of debt or equity securities that may, from time to time, be issued by the Company;
Evaluation of this Committee
- The Committee shall on an annual basis evaluate its performance, which evaluation should among other things, compare its performance with the requirements of this Charter. The evaluation should include a review and assessment of the adequacy of the Committee’s Charter. The Committee shall address all matters that it considers relevant to its performance, including at least the following: the adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board, the manner in which they were discussed or debated, and whether the number and length of meetings of the Committee were adequate for it to complete its work in a thorough and thoughtful manner.
The Committee may conduct or authorize investigations into or studies of matters within the Committee’s scope of responsibilities, and in its sole authority retain, at the Company’s expense, independent legal, accounting or other advisors as it deems necessary.
Limitation of the Audit Committee’s Role
While the Committee has the duties and responsibilities set forth in this Charter, the Committee is not responsible for planning or conducting the audit or for determining whether the Company’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Management is responsible for the financial reporting process, the preparation of consolidated financial statements in accordance with generally accepted accounting principles, the system of internal controls, and procedures designed to insure compliance with accounting standards and applicable laws and regulations. The Company’s independent auditors are responsible for auditing the financial statements.
Simpson Manufacturing Co., Inc.
AUDIT COMMITTEE INFORMAL WHISTLEBLOWER PROCEDURES
January 30, 2017
1. Submission and Receipt of Complaints
Employees are free to bring complaints about accounting or auditing matters directly to the attention of their supervisors or any other manager as they would any other workplace concern. If the employee is not satisfied that the matter has been appropriately addressed, the employee should feel free to contact the President of his/her company or the President of Simpson Manufacturing Co., Inc. (the "Company"). When a President receives such a complaint, he or she shall forward it promptly in the following order and manner:
An employee may choose to deliver any complaint directly to the Audit Committee of the Company's Board of Directors by mail at P.O. Box 1394, Alamo, CA 94507-7394, or in a sealed envelope sent through the Company's interoffice mail to the Chair of the Audit Committee.
2. Retention of Records of Complaints
Records pertaining to a complaint are the property of the Company and shall be retained:
- in compliance with applicable laws and document retention policies;
- subject to safeguards that ensure their confidentiality, and, when applicable, the anonymity of the person making the complaint.
3. Consideration of Complaints
- All complaints shall be treated as confidential.
- Although a person making an anonymous complaint may be advised that maintaining anonymity could hinder an effective investigation, the anonymity of the person making the complaint shall be maintained unless the person indicates that he or she no longer wishes to remain anonymous.
- The Chair of the Audit Committee shall inform the Audit Committee, in summary form or otherwise, of all complaints received, with an initial assessment as to the appropriate treatment of each complaint. Assessment, investigation, and evaluation of each complaint shall be conducted by, or at the direction of, the Audit Committee. If the Audit Committee deems it appropriate, the Audit Committee may engage at the Company's expense independent advisors, such as outside counsel and accountants unaffiliated with the Company's auditor.
- Following investigation and evaluation of a complaint, the Chair of the Audit Committee shall report to the Audit Committee on recommended disciplinary or remedial action, if any. The action determined by the Audit Committee to be appropriate under the circumstances shall then be brought to the Board or to the appropriate officers for authorization or implementation, respectively. If the action taken to resolve a complaint is deemed by the Audit Committee to be material or otherwise appropriate for inclusion in the minutes of the meetings of the Audit Committee, it shall be so noted in the minutes.
- Any effort to retaliate against any person making a complaint in good faith is strictly prohibited and shall be reported immediately to the Chair of the Audit Committee or the Internal Audit Director.