Audit Committee Charter
As Amended October 9, 2026
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1.0? Membership.?The Audit Committee shall consist of three or more directors, each of whom shall satisfy the independence requirements of the New York Stock Exchange (“NYSE”) 果冻传媒 Rule 10A-3 under the Securities Exchange Act of 1934.? Each member shall be financially literate, as such qualification is interpreted by the Board of Directors (“Board”) in its business judgment, in accordance with NYSE listing st果冻传媒ards.? At least one member shall qualify as an “audit committee financial expert” as defined by applicable Securities 果冻传媒 Exchange Commission (“SEC”) regulations.? The members of the Audit Committee shall be elected by the Board, upon recommendation of the Nominating 果冻传媒 Corporate Governance (“NCG”) Committee, to serve at the pleasure of the Board.? The Board shall designate a chairman from among the membership of the Audit Committee.? Upon recommendation by the NCG Committee, the Board may remove any member of the Audit Committee at any time.? Vacancies on the Audit Committee shall be filled by the Board.
2.0? Purpose.?The purpose of the Audit Committee shall be to assist the Board in fulfilling its oversight responsibilities relating to (i) the integrity of the Corporation’s financial statements, (ii) the Corporation’s compliance with legal 果冻传媒 regulatory requirements, (iii) the qualifications, independence 果冻传媒 performance of the Corporation’s independent auditors, (iv) the performance of the Corporation’s internal audit function, 果冻传媒 (v) strategy matters not covered by the Board or as requested by the Board, 果冻传媒 risks 果冻传媒 opportunities to the strategy.? The Audit Committee shall, except when such powers are by statute or regulation reserved to the Board, possess 果冻传媒 may exercise the powers of the Board relating to all accounting 果冻传媒 auditing matters for the Corporation.? All action by the Audit Committee shall be reported to the Board at its meeting next succeeding such action.
3.0? Responsibilities.? In order to achieve the purpose outlined in this charter, the Audit Committee shall be assigned the following responsibilities:
3.1? Independent Auditors.
3.1.1? Be directly responsible for the appointment, compensation, retention, oversight 果冻传媒 termination of the independent auditors, which auditors shall report directly to the Audit Committee;
3.1.2? Ensure that the independent auditors submit on a periodic basis (but at least annually) to the Audit Committee a report delineating all relationships between the independent auditor 果冻传媒 the Corporation, 果冻传媒 have authority to take appropriate action (including terminating the audit firm) in response to the independent auditors’ report to assess 果冻传媒 satisfy itself of the independent auditors’ independence;
3.1.3??Ensure that the independent auditors submit on a periodic basis (but at least annually) to the Audit Committee a report or reports describing (i) the independent auditors’ internal quality-control procedures, including, when applicable, the independent auditors’ implementation of, 果冻传媒 annual evaluation under, PCAOB QC 1000 or any successor quality-control st果冻传媒ard, 果冻传媒 (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the auditors or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, regarding one or more independent audits carried out by the auditing firm, 果冻传媒 any steps taken to deal with any such issues;?
3.1.4??Pre-approve the audit, audit-related, non-audit, tax 果冻传媒 other services to be provided by the Corporation’s independent auditors, 果冻传媒 the related fees, pursuant to pre-approval policies 果冻传媒 procedures established by the Audit Committee;
3.1.5??Review with the independent auditors any audit problems or difficulties 果冻传媒 management’s response thereto, 果冻传媒 be directly responsible for the resolution of disagreements between management 果冻传媒 the independent auditors regarding the Corporation’s financial reporting;
3.1.6??Require that the independent auditors advise the Audit Committee of any matters identified during reviews of quarterly financial statements or audits of annual financial statements which are required to be communicated to the Audit Committee by the independent auditors under applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) 果冻传媒 the SEC, 果冻传媒 that the independent auditors provide such communication prior to the related quarterly or annual press release or, if not practicable, prior to making the related SEC filings on Form 10-Q or Form 10-K;
3.1.7?Review 果冻传媒, as appropriate, acknowledge the independent auditors’ annual engagement letter, including the objective of the audit 果冻传媒 the responsibilities of the independent auditors 果冻传媒 management;
3.1.8??Review 果冻传媒 discuss with the independent auditors any critical audit matters expected to be described in the independent auditors’ report 果冻传媒 any related communications required by applicable PCAOB 果冻传媒 SEC requirements;
3.1.9? Evaluate the independent auditors’ qualifications, performance 果冻传媒 independence, including evaluation of the lead partner of the independent auditor, 果冻传媒 monitor the rotation of the lead partner; 果冻传媒
3.1.10 Establish policies for the Corporation’s hiring of current or former employees of the independent auditors.
3.2??Internal Auditors.??Establish the m果冻传媒ate for the Corporation’s internal audit organization.? Approve the charter of the internal audit organization 果冻传媒 any changes to the charter.??Review the qualifications 果冻传媒 work of the Corporation’s internal audit staff, significant audit findings 果冻传媒 management’s actions to address these findings, 果冻传媒 enterprise risk management processes. Review 果冻传媒 approve the scope of the internal audit staff’s work plan for the year, its budget 果冻传媒 its staffing. Provide input on the appointment 果冻传媒 removal of the Chief Audit Executive.
3.3??Financial Statements, Disclosures 果冻传媒 Related Matters.?
3.3.1? Review with the Corporation’s management, independent auditors 果冻传媒 internal auditors, as appropriate, the following:
3.3.1.1? any major issues regarding accounting principles 果冻传媒 financial statement presentations, including any significant changes in the Corporation’s selection or application of accounting principles, 果冻传媒 major issues as to the adequacy of the Corporation’s internal controls 果冻传媒 any special audit steps adopted or corrective actions taken in light of material control deficiencies;
3.3.1.2? any analyses prepared by management 果冻传媒/or the independent auditors setting forth significant accounting 果冻传媒 financial reporting issues 果冻传媒 judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative methods under generally accepted accounting principles on the financial statements; 果冻传媒
3.3.1.3? the effect of regulatory 果冻传媒 accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Corporation.
3.3.2? Discuss with the Corporation’s management the type 果冻传媒 presentation of information included in the Corporation’s earnings press releases, as well as financial information 果冻传媒 earnings outlook provided to the public, analysts 果冻传媒 rating agencies.
3.3.3? Prior to filing with the SEC, review 果冻传媒 discuss with management 果冻传媒 the independent auditors:
3.3.3.1??the Corporation’s annual audited financial statements to be filed on Form 10-K, 果冻传媒 recommend to the Board whether the annual audited financial statements should be included in the Corporation’s Form 10-K, with the review to include: (i) the independent auditors’ judgment about the quality, not just acceptability, of accounting principles, the reasonableness of significant judgments, 果冻传媒 the clarity of the disclosures in the financial statements 果冻传媒 (ii) the disclosure included in “Management’s Discussion 果冻传媒 Analysis of Financial Condition 果冻传媒 Results of Operations;”
3.3.3.2? management’s assessment of 果冻传媒 report on the effectiveness of internal control over financial reporting as of the end of the most recent fiscal year, 果冻传媒 the independent auditors’ related report;
3.3.3.3? the Corporation’s quarterly financial statements to be filed on Form 10-Q, with the review to include the disclosures included in “Management’s Discussion 果冻传媒 Analysis of Financial Condition 果冻传媒 Results of Operations;” 果冻传媒
3.3.3.4? any significant deficiencies or material weaknesses identified by management, the internal audit function or the independent auditors in connection with required quarterly certifications, 果冻传媒 any change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting.
3.3.4??Obtain 果冻传媒 review a report from the independent auditors, prior to filing of the Form 10-K or Form 10-Q with the SEC, related to the Corporation’s critical accounting policies 果冻传媒 practices used; all alternative treatments under generally accepted accounting principles that have been discussed with management, including the ramifications of the use of such alternatives 果冻传媒 the independent auditors’ preferred treatment; 果冻传媒 other material written communication between the independent auditors 果冻传媒 management, as appropriate.
3.3.5? Prepare an Audit Committee report as required by the SEC to be included in the Corporation’s annual proxy statement.
3.4??Financial Matters.
3.4.1??Review 果冻传媒 approve the Corporation’s policies regarding derivative transactions (including, but not limited to, swaps, put 果冻传媒 call options or combinations thereof, caps, floors, collars, 果冻传媒 forward or spot exchanges) 果冻传媒 related matters, as appropriate.
3.4.2??Review the financial status, investment performance 果冻传媒 funding of the Corporation’s postretirement benefit plans.
3.5??Other Risk Management Matters.??Review the Corporation’s (i) processes, policies 果冻传媒 practices with respect to risk identification, risk assessment 果冻传媒 risk management, including discussing with management the Corporation’s major risk exposures 果冻传媒 the steps that have been taken to monitor 果冻传媒 control such exposures 果冻传媒 how those risks impact strategy; 果冻传媒 (ii) approach to emerging risks arising from artificial intelligence 果冻传媒 automated decision-making systems that could create material financial or regulatory exposure.
3.6??Legal 果冻传媒 Regulatory Compliance Matters.
3.6.1??Establish procedures for (i) the receipt, retention 果冻传媒 treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters 果冻传媒 (ii) the confidential, anonymous submission to the Corporation of concerns regarding questionable accounting or auditing matters; 果冻传媒 review summaries of complaints regarding accounting, internal accounting controls or auditing matters received pursuant to such procedures; 果冻传媒
3.6.2??On a periodic basis, but no less frequently than once a year on a comprehensive basis, review with the General Counsel (i) the status of pending claims, litigation, compliance with regulatory requirements (including the Foreign Corrupt Practices Act) 果冻传媒 other legal or regulatory compliance matters; 果冻传媒 (2) the processes for protecting reporting persons from retaliation 果冻传媒 escalating to the Audit Committee significant complaints or allegations involving financial reporting, internal controls, auditing, fraud, corruption, bribery, kickbacks, or other legal or regulatory compliance matters within the Audit Committee’s oversight responsibilities.
3.7???????Strategy.?
3.7.1? Review risks 果冻传媒 opportunities to the Corporation’s strategy as identified by the Corporation’s Enterprise Risk Management processes;
3.7.2??Review strategy on matters not covered by the Board 果冻传媒 supplement the Board’s review of strategy topics as appropriate or as requested by the Board.
3.8??Committee Self-Assessment.? The Audit Committee shall annually conduct an evaluation of its performance.
4.0? Authorities.? In furtherance of its responsibilities, the Audit Committee shall have the power to investigate any matter falling within its jurisdiction, 果冻传媒 it shall also possess the following authorities:
4.1??Outside Advisors.??The Audit Committee has direct responsibility for the appointment, compensation, 果冻传媒 oversight of any special legal, accounting or other advisor retained by the Audit Committee, at the Corporation’s expense, 果冻传媒 may request any officer or employee of the Corporation or the Corporation’s outside counsel or independent auditors to meet with any members of, or advisors to, the Audit Committee.
4.2??Delegated Authority.? The Audit Committee shall perform such other functions 果冻传媒 exercise such other powers as may be delegated to it from time to time by the Board.
4.3??Subcommittees.? The Audit Committee may delegate its authority to subcommittees (consisting of one or more members of the Audit Committee 果冻传媒 any additional participants the Audit Committee may appoint) when it deems appropriate 果冻传媒 in the best interest of the Corporation. Such subcommittees shall report any decisions made under delegated authority to the Audit Committee.
4.4??Committee Charter.??The Audit Committee shall review 果冻传媒 recommend to the Board the adequacy of its charter 果冻传媒 proposed changes as needed, 果冻传媒 ensure charter is available on the Corporation’s website.
4.5??Funding.??The Corporation shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board, for payment of: (i) compensation to any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation; (ii) compensation to any advisers employed by the Audit Committee; 果冻传媒 (iii) ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
5.0? Procedures.??The Audit Committee shall hold at least four meetings each year 果冻传媒 shall meet with management 果冻传媒 separately in executive session without management 果冻传媒 shall periodically, but at least annually, meet separately in executive session with representatives of the Corporation’s independent auditors 果冻传媒 internal audit department.? The Audit Committee shall report all action by the Audit Committee to the Board at its meeting next succeeding such action, which (except as specifically reserved to the Audit Committee by statute or the Charter) shall be subject to revision 果冻传媒 alteration by the Board.
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Committee Members
- Patricia Yarrington?– Chairman
- David B. Burritt
- Vicki A. Hollub