| name | audit-compensation-committee-charter |
| title | Audit & Compensation Committee Charter |
| description | Drafts a combined Audit and Compensation Committee charter for U.S. boards, tailored for public or private companies with listing-standard compliance, independence criteria, and SOX readiness. Triggers when the user needs a board committee charter, audit committee charter, compensation committee charter, or governance mandate for SEC/NYSE/NASDAQ compliance. |
| author | CaseMark |
| author_url | https://github.com/CaseMark/skills/tree/main/skills/legal/audit-compensation-committee-charter |
| license | Apache-2.0 |
| version | 0.1.0 |
| execution_mode | open |
| jurisdiction | us |
| practice | corporate |
| language | en |
| tags | ["agreement","drafting"] |
Audit & Compensation Committee Charter
Draft a single charter establishing Audit and Compensation Committees with compliant authority, composition, and duties.
Gather Inputs
- Company status (public / private / pre-IPO) and exchange (NYSE, NASDAQ, OTC, none).
- State of incorporation and governance statute constraints (e.g., DGCL 141(c) [VERIFY]).
- Existing charter, bylaws, committee charters, or board resolutions.
- Board size, desired committee size, and applicable independence standard.
- Auditor relationship, internal audit status, and financial reporting timeline.
- Executive compensation structure, equity plans, employment/severance agreements.
- Industry-specific regulatory overlays (financial services, healthcare, energy).
- Whistleblower/compliance channels and meeting cadence expectations.
Charter Sections
| Section | Content |
|---|
| Adoption & Authority | Board adoption statement, effective date, delegated authority; board retains ultimate fiduciary authority |
| Committee Structure | Separate Audit and Compensation Committees as standing committees |
| Membership & Independence | Minimum members, independence tests, appointment process, chair designation, term/rotation |
| Authority & Resources | Sole authority to retain advisors, funding, access to records/personnel, investigation authority |
| Meetings & Minutes | Quorum, voting, written consent limits, minutes, executive sessions |
| Responsibilities | Detailed duties per committee (see checklists below) |
| Reporting | Board reporting cadence, escalation triggers, required public reports |
| Evaluation & Review | Annual self-assessment, annual charter review, amendment process |
Audit Committee Responsibilities
- Oversee financial statement integrity (annual and quarterly)
- Review critical accounting policies, estimates, and alternative treatments
- Appoint, compensate, oversee, and terminate the independent auditor
- Pre-approve audit and permissible non-audit services; document chair delegation
- Receive auditor communications under PCAOB standards
- Evaluate auditor independence and quality controls annually
- Oversee internal audit charter, plan, budget, staffing, and IA head
- Oversee ICFR and remediation of deficiencies
