CoreLogic, Inc. AUDIT COMMITTEE CHARTER

Transcription

1 CoreLogic, Inc. AUDIT COMMITTEE CHARTER (As amended, effective December 6, 2016) The Board of Directors ( Board ) of CoreLogic, Inc. ( Company ) has adopted this charter for its Audit Committee (the Committee ). Composition Number and Qualifications. The Committee shall be comprised of three or more members of the Board, each of whom is determined by the Board to be independent, as independence is defined for directors and audit committee members under SEC rules and the rules of the New York Stock Exchange (the NYSE ), and financially literate, under the rules of the NYSE. At least one member of the Committee shall be an audit committee financial expert as determined by the Board in accordance with SEC rules and at least one member of the Committee (who may also serve as the audit committee financial expert) shall have accounting or related financial management expertise as determined by the Board in accordance with the rules of the NYSE. No member of the Committee may serve on the audit committee of more than three public companies, including the Company, unless (i) the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee and (ii) the Company discloses such determination in the annual proxy statement. Appointment and Removal. The members of the Committee shall be appointed on recommendation of the Nominating and Corporate Governance Committee by a majority vote of the independent directors of the Board and shall serve until such member s successor is duly elected and qualified or until such member s earlier resignation or removal. The Board may remove a member of the Committee, or replace the Chairperson, by a majority vote of the independent directors of the Board. Chairperson. Unless a Chairperson is elected by a majority vote of the independent directors of the Board, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee membership. The Chairperson shall be entitled to cast a vote to resolve any ties. The Chairperson shall chair all regular sessions of the Committee and set the agendas for Committee meetings. Delegation to Subcommittees. In fulfilling its responsibilities, the Committee shall be entitled to delegate its responsibilities to a subcommittee of one or more Committee members, who shall regularly report on their activities to the Committee.

2 Purpose and Responsibilities The purpose of the Committee is to provide assistance to the Board of Directors in fulfilling its responsibilities with respect to the oversight of the quality and integrity of the Company s financial statements; the Company s processes, program and controls relating to compliance with legal and regulatory requirements, including consumer financial laws; the Company s enterprise risk management processes and program for identifying and managing the key risks to which the Company is subject; the engagement of the independent auditor and periodic evaluation of the independent auditor s qualifications, independence, effectiveness and overall performance; and the performance of the Company s internal audit function and independent auditor. In addition, the Committee is responsible for preparing the report that the Securities and Exchange Commission ( SEC ) rules require to be included in the Company s annual proxy statement. The Committee shall have the following responsibilities: Oversight of the Relationship with the Independent Auditor Appointment and Management of Independent Auditor. The Committee shall be directly responsible, in its capacity as a committee of the Board, for the appointment, compensation, retention, evaluation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting). In this regard, the Committee shall appoint, retain, compensate, evaluate, and terminate when appropriate, the independent auditor. The independent auditor shall report directly to the Committee. The Committee shall also approve all audit engagement fees and terms. Independent Auditor Fees and Services. The Committee shall establish policies and procedures for the preapproval of audit and permissible non-audit services to be provided by the independent auditor. The Committee shall preapprove all audit and permissible non-audit services to be provided by the independent auditor, subject to the permitted exceptions for non-audit services identified in such policies and procedures. Evaluation of Independent Auditor. The Committee shall review, at least annually, the qualifications, performance and independence of the independent auditor. In conducting its annual review and evaluation, the Committee shall: Obtain and review a report by the Company s independent auditor describing: (i) the auditing firm s internal quality-control procedures; (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the auditing firm, or by any inspection, inquiry or investigation by governmental or professional authorities, including the Public Company Accounting Oversight Board (PCAOB), within the preceding five years, respecting one or more independent audits carried out by the auditing firm, and any steps 2

3 taken to deal with any such issues; and (iii) the disclosures required by applicable rules of the PCAOB with respect to the effect of any relationships between the independent auditor and the Company and any other relationships on the auditor s independence, and discuss with the firm the potential effects on independence of any disclosed relationships; and Review and evaluate the lead partner of the independent auditor, oversee the rotation of lead audit partners as required by applicable law, and periodically consider whether, in order to ensure continuing auditor independence, it is appropriate to adopt a policy of rotating the auditing firm itself. Policy Regarding Hiring Employees from the Independent Auditor. The Committee shall establish policies regarding the hiring of employees or former employees of the independent auditor. Financial Reporting Processes and Controls / Internal Audit Review of Financial Statements. The Committee shall meet to review and discuss with management and the independent auditor prior to public dissemination the Company s annual audited financial statements and quarterly financial statements, including the Company s disclosures under Management s Discussion and Analysis of Financial Condition and Results of Operations, and recommend to the Board whether the financial statements should be included in the annual report on Form 10-K, and discuss with the independent auditor the matters required to be discussed under applicable auditing standards. Oversight of Financial Reporting Process. In consultation with the independent auditor, management and the internal audit function, the Committee shall oversee the integrity of the Company s financial reporting processes and internal controls. In that connection, the Committee shall obtain from and discuss with management and the independent auditor reports from management and the independent auditor regarding: (i) all critical accounting policies and practices to be used by the Company; (ii) analyses prepared by management and/or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including all alternative treatments of financial information within generally accepted accounting principles for policies and practices related to material items that have been discussed with the Company s management, the ramifications of the use of the alternative disclosures and treatments, and the treatment preferred by the independent auditor; (iii) significant issues regarding accounting principles and financial statement presentations, including any significant changes in the Company s selection or application of accounting principles; (iv) significant issues as to the adequacy of the Company s internal controls and any specific audit steps adopted in light of material control deficiencies; (v) any other material written communications between the independent auditor and the Company s management, and (vi) any other matters required to be communicated by the independent auditors to the Committee with respect to the review or audit of the Company s financial statements pursuant to applicable auditing standards adopted by the PCAOB 3

4 . Accounting Principles. The Committee shall review periodically the effect of regulatory and accounting initiatives, as well as any off-balance sheet structures, on the financial statements of the Company. Review of Earnings Release and Non-GAAP Financial Measures. The Committee shall review and discuss with management the Company s earnings press releases, as well as company practices with respect to earnings press releases, disclosure of non-gaap financial measures and financial information and earnings guidance provided to analysts and rating agencies. Oversight of Audit Process. The Committee shall review with the independent auditor: (i) the scope of the audit; (ii) the results of the annual audit examination by the independent auditor; (iii) any audit problems or other difficulties encountered by the independent auditor in the course of the audit process, including any restrictions on the scope of the independent auditor s activities or on access to requested information, and any significant disagreements with management and management s responses to such matters; (iv) the nature and extent of any accounting adjustments that were noted or proposed by the independent auditor but were passed (as immaterial or otherwise); (v) any communications between the audit team and the independent auditor s national office respecting auditing or accounting issues presented by the engagement; and (vi) any management or internal control letter issued, or proposed to be issued, by the independent auditor to the Company. Oversight of Internal Controls. The Committee shall receive reports from management, the internal audit function and the independent auditor regarding, and review and discuss the adequacy and effectiveness of, the Company s internal controls, including any significant deficiencies in internal controls and significant changes in internal controls reported to the Committee by management or the independent auditor. Oversight of Internal Audit Function. The Committee shall oversee the performance of the internal audit function. The primary scope of the internal audit function is to determine whether the Company s network of risk management, control, compliance and governance processes, as designed and represented by management, is adequate and functioning. The internal audit program s scope shall include reviews of the Company s compliance with consumer financial laws. The head of the internal audit function shall report directly to the Committee and the Committee shall have authority over the function s budget, performance and compensation. The Committee may designate a member of executive management as an on-site administrative interface for the internal audit function. The Committee shall review, at least annually, the scope and results of the internal audit program, including the current and future programs of the internal audit department, procedures for implementing accepted recommendations made by the independent auditor, and any significant 4

5 matters contained in reports from the internal audit department. The Committee should also periodically discuss with the independent auditor the responsibilities, budget and staffing of the internal audit function. Legal Compliance / General Review of Legal Matters. The Committee shall, in its discretion, review periodically with counsel any legal matter that could have a significant impact on the Company s financial statements. Oversight of Compliance Program. The Committee shall oversee the Company s compliance program with respect to legal and regulatory requirements, including annually reviewing the Company s compliance management system and approval of the Company s Compliance Plan. The Committee shall receive regular reports and updates from, and shall be responsible for overseeing the effectiveness of, the Company s Chief Compliance Officer. The General Counsel and the Chief Compliance Officer of the Company are each authorized to communicate directly to the Committee (i) promptly on any matter involving fraudulent or criminal conduct or potential fraudulent or criminal conduct, and (ii) no less than semi-annually on the implementation and effectiveness of the compliance and ethics program. Risk Assessment. The Committee shall discuss regularly with management and the independent auditor the Company s guidelines and policies with respect to risk assessment and risk management, including the Company s major risk exposures, the Company s enterprise risk management program and the other steps management has taken to monitor and control such exposures. Hedging Policies. The Committee shall periodically review and discuss with management the Company's policies and procedures for and use of swaps or other derivative instruments for hedging risks and for other purposes and, in connection with such responsibility, the Committee shall have the authority to review and approve, at least annually, decisions by the Company and its subsidiaries to enter into swaps that are subject to clearing and exchange trading and execution requirements in reliance on the end-user exception under the Commodity Exchange Act or regulations of the Commodity Futures Trading Commission promulgated thereunder; provided, however, that such review and approval may occur annually on a general basis and need not occur on a swap-by-swap basis. Hotline Complaints. The Committee shall establish and oversee procedures for: (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters. Review of Compliance Matters. The Committee shall regularly review compliance matters, including consumer complaints-related controls and reporting. 5

6 Reports Audit Report Preparation. The Committee shall prepare the report required to be included in the Company s proxy statement, pursuant to and in accordance with applicable rules and SEC regulations. Report to Board. The Committee shall provide the Board with such recommendations as the Committee may deem appropriate. Reports to the Board may take any form, including an oral report by the Chairperson or any other member of the Committee designated by the Committee to make such report. The Committee shall report regularly to the full Board on matters such as: with respect to any issues that arise with respect to the quality or integrity of the Company s financial statements, the Company s compliance with legal or regulatory requirements, the performance and independence of the Company s independent auditor or the performance of the internal audit function; with respect to issues discussed at meetings of the Committee as the Committee deems appropriate; and with respect to such other matters as the Committee may deem relevant to the discharge of its responsibilities. Other Committee Functions. The functions set forth herein shall be the common recurring activities of the Committee in carrying out its purposes outlined in this Charter. The functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purpose of the Committee. Committee Operations Meeting Schedule. The Committee shall meet, either in person or telephonically, at least four times annually at such times and places as the Committee determines, and more frequently if circumstances dictate. The Chairperson or any member of the Committee may call meetings of the Committee. Quorum and Voting. A majority of the Committee members shall constitute a quorum. Each Committee member shall have one vote and actions at meetings may be approved by a majority of the members present. Executive Sessions. As part of its goal to foster open communication, the Committee shall periodically meet separately, in private sessions, with each of management, the leader of the internal audit function, the General Counsel, the Chief Compliance Officer and the independent auditor. 6

7 Attendance at Meetings. All non-management directors that are not members of the Committee may attend meetings of the Committee but may not vote. Additionally, the Committee may invite to its meetings any director, member of management of the Company and such other persons as it deems appropriate in order to carry out its responsibilities. Meeting Minutes. The Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board. Access to Management and Independent Auditor. The Committee shall have access to the Company s internal audit function, the Board, members of management and the independent auditor as necessary to carry out these responsibilities. While acting within the scope of its stated purposes, the Committee shall have all the authority of the Board that is delegable to the Committee under applicable law. Committee Resources and Advisors. The Committee shall have the authority to direct or supervise any investigation appropriate to fulfilling its responsibilities and sole authority to retain outside legal, accounting or other advisors as it deems necessary or appropriate to assist it in the full performance of its functions, and the sole authority to approve the outside advisors fees and other retention terms. The Committee shall receive appropriate funding from the Company, as determined by the Committee, for payment of (i) compensation to any independent auditor engaged by the Committee for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, (ii) compensation to any advisors retained by the Committee, and (iii) ordinary administrative expenses of the Committee that may be necessary or appropriate in carrying out its duties. Committee Performance Review and Charter Evaluation. The Committee shall perform a review and evaluation, at least annually, of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter. In addition, the Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Committee considers necessary or advisable. 7