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Charge

• The function of the Audit Committee is oversight. It is the AAA management’s responsibility to maintain appropriate systems for accounting and internal control including internal control over financial reporting, and the Auditor’s responsibility to plan and carry out the audit in accordance with auditing standards generally accepted in the United States. The Auditor is ultimately responsible to the Board of Directors and the Audit Committee, as representatives of AAA’s stakeholders.
• The Audit Committee Charter, available at AAA_AuditCharter-rev09-20.pdf, details the Audit Committee’s purposes, duties and powers.

Membership

• The Audit Committee is comprised of five members:
  • The current Vice President-Finance,
  • The Vice President-Finance-Elect, or in years when there is no elect, the most recent past Vice President-Finance,
  • The Director Focusing on Academic/Practitioner Interaction who will serve as Chair, and
  • Two members with expertise in auditing or internal controls who are appointed prior to the Annual Meeting by the AAA Management Team.
• The incoming Vice President-Finance-Elect is appointed for a 4-year term (one year as elect, two years as Vice President-Finance, and one year as most recent past Vice President-Finance).
• The Board member’s term will coincide with their Board term.
• All members should be free of any relationship that, in the judgment of the Board of Directors, would interfere with their exercise of independent judgment.

Meetings

• The Committee shall meet at least two times annually, which generally includes an Audit Planning conference call in late spring and an in-person meeting in the fall.
• The Committee will meet annually with the AAA Chief Executive Officer and the independent auditor in separate executive sessions to discuss matters that the Audit Committee or each of these groups believes should be discussed privately.
• The Chair of the Audit Committee shall report regularly to the Board of Directors following the meetings of the Audit Committee.
• A quorum for a meeting is at least four members in attendance.
• The Audit Committee is empowered to hold special meetings as circumstances require.

Responsibilities

• Audit Committee responsibilities involve the selection and interaction with the independent auditor, consideration of the effect on the AAA financial statements of any changes in accounting principles, review of the financial and compliance review process, review of the ethical and legal compliance processes, and administration of the AAA’s whistle blower policy.  To access definitions of these responsibilities, see AAA_AuditCharter-rev09-20.pdf.
• If the Chair has any questions about the charge or responsibilities of this committee, s/he should contact the Chief Executive Officer, the President, or the committee’s Board of Directors Liaison.
• The Chair will have the opportunity three times every term-year to prepare and send a progress report which will be available for the Board of Directors to review at their next meeting. This report should include accomplishments and suggested modifications and should be sent to the AAA President, the committee's Board of Directors Liaison, and Governance Manager, Barbara Gutierrez (barbara.gutierrez@aaahq.org).

Members