The Audit Committee of our Board currently consists of Murray J. Demo (Chair), Thomas E. Hogan and J. Donald Sherman. Under the terms of its Charter, the Audit Committee assists the Board in its general oversight of our financial reporting processes, internal controls and audit functions.
Murray Demo serves as the Audit Committee's Chair and our Board has determined that each member of the Audit Committee is financially literate and that each of Messrs. Demo and Sherman qualifies as an "audit committee financial expert" under the rules of the SEC. Our Board of Directors has determined that each member of the Audit Committee meets the applicable independence requirements promulgated by NASDAQ and the SEC, including Rule 10A-3(b)(1) under the Exchange Act.
As described more fully in its charter, the Audit Committee oversees our accounting and financial reporting processes, internal controls and audit functions. In fulfilling its role, the Committee:
In accordance with its charter, the Audit Committee will be comprised of a minimum of three directors, appointed by the Board, who shall meet the applicable independence, audit committee composition and Qualified Legal Compliance Committee composition requirements promulgated by the SEC, NASDAQ, any other exchange upon which securities our securities may be traded, or any governmental or regulatory body exercising authority over Citrix. In addition, each member of the Audit Committee will be free from any relationship that, in the opinion of our Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
At the time of his or her appointment to the Audit Committee, each member must (i) be able to read and understand fundamental financial statements, including a balance sheet, cash flow statement and income statement and (ii) not have participated in the preparation of our financial statements or any of our current subsidiaries at any time during the past three years. At least one member of the Audit Committee must have had past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. Further, at least one member of the Audit Committee shall qualify as an “audit committee financial expert” (as such term is defined under the SEC’s rules).
The members of the Audit Committee are elected by our Board at the Board meeting following our annual stockholder meeting. Each member is to serve until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. Unless a Chair is elected by the full Board, the members may designate a Chair by majority vote of the full Committee membership.
The Audit Committee will meet as necessary to enable it to fulfill its responsibilities and duties and must meet with management, the internal auditors and the independent accounting firm in executive sessions at least quarterly to discuss matters for which the Committee has responsibility.
The Audit Committee, to the extent its members deem necessary to carry out is duties, has the authority to engage outside counsel, independent accounting consultants, and/or other experts, at our expense.
At least annually, the Audit Committee shall evaluate its own performance and report the results of such evaluation to our Board.
To fulfill its responsibilities and duties the Audit Committee must undertake actions related to document review, our independent accounting firm, our internal and annual audit functions, our financial reporting processes, compliance, reporting and Qualified Legal Compliance Committee responsibilities. We encourage you to refer to the Audit Committee charter for a detailed listing of these actions, which include the following:
The Audit Committee may exercise such additional powers and duties as may be reasonable, necessary or desirable, in the Committee’s discretion, to fulfill its duties under its charter.
While the Audit Committee has the responsibilities and powers set forth more fully and in further detail in its charter, it is not the duty of the Committee to plan or conduct audits or to determine that our financial statements are complete and accurate and are generated in accordance with generally accepted accounting principles.