The audit committee of the board of directors operates under a written charter adopted by the board of directors. The audit committee is currently composed of Messrs. Hurley, Arnold, Ogens and Hébert, and Ms. Handy,Daniel, each of whom is an Independent Director.
Management is responsible for NMFC’s internal controls and the financial reporting process. NMFC’s independent registered public accounting firm is responsible for performing an independent audit of NMFC’s financial statements in accordance with auditing standards generally accepted in the United States and expressing an opinion on the conformity of those audited financial statements in accordance with accounting principles generally accepted in the United States. The audit committee’s responsibility is to monitor and oversee these processes. The audit committee is also directly responsible for the appointment, compensation, retention, oversight and termination of NMFC’s independent registered public accounting firm.
Audit Firm Selection/Ratification
At least annually, the audit committee reviews the Company’s independent registered public accounting firm to decide whether to retain such firm on behalf of the Company. Deloitte & Touche LLP has been the Company’s independent registered public accounting firm since 2008.
When conducting its latest review of Deloitte, & Touche LLP, the audit committee actively engaged with Deloitte & Touche LLP’sDeloitte’s engagement partners and considered, among other factors:
the professional qualifications of Deloitte & Touche LLP and that of the lead audit partner and other key engagement members relative to the current and ongoing needs of the Company;
Deloitte & Touche LLP’sDeloitte’s historical and recent performance on the Company’s audits, including the extent and quality of Deloitte & Touche LLP’sDeloitte’s communications with the Audit Committee related thereto;
senior management’s assessment of Deloitte & Touche LLP’sDeloitte’s performance;
the appropriateness of Deloitte & Touche LLP’sDeloitte’s fees relative to both efficiency and audit quality;
Deloitte & Touche LLP’sDeloitte’s independence policies and processes for maintaining its independence;
reports of the Public Company Accounting Oversight Board (“PCAOB”) on Deloitte & Touche LLP;Deloitte;
Deloitte & Touche LLP’sDeloitte’s tenure as the Company’s independent registered public accounting firm and its related depth of understanding of the Company’s businesses, operations and systems and the Company’s accounting policies and practices;
Deloitte & Touche LLP’sDeloitte’s demonstrated professional integrity and objectivity; and
the relative benefits, challenges, overall advisability and potential impact of selecting a different independent registered public accounting firm.
As a result of this evaluation, the audit committee approved the appointment Deloitte & Touche LLP for 2023,2024, subject to stockholder ratification.
Audit Engagement Partner Selection
Under SEC rules and Deloitte & Touche LLP’sDeloitte’s practice, the lead engagement audit partner is required to change every five years, and the current lead engagement audit partner has held the position since 2021.
Pre-Approval Policy
The audit committee has established a pre-approval policy that describes the permitted audit, audit-related, consulting services and other services to be provided by Deloitte, & Touche LLP, NMFC’s independent registered public accounting firm. The policy requires that the audit committee pre-approve the audit, non-audit and consulting services performed by the independent auditors in order to ensure that the provision of such services does not impair the auditors’ independence.
Any requests for audit, audit-related, tax and other services that have not received general pre-approval must be submitted to the audit committee for specific pre-approval, irrespective of the amount, and cannot commence