Exhibit 99.1
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF
SKYLINE CHAMPION CORPORATION
The Board of Directors (the “Board”) of Skyline Champion Corporation (the “Company”) has formed the Audit Committee (the “Audit Committee”) and has determined that the Audit Committee shall assist the Board in fulfilling certain of the Board’s oversight responsibilities. The Board hereby adopts this charter (this “Charter”) to establish the governing principles of the Audit Committee.
The Audit Committee shall oversee the accounting and financial reporting processes of the Company and the audits of the Company’s financial statements. The Audit Committee is responsible for:
The Audit Committee’s role is one of oversight. The Company’s management is responsible for preparing the Company’s financial statements and the independent auditors are responsible for auditing such financial statements. The independent auditor and the internal auditing department are ultimately accountable to the Audit Committee, in its capacity as a committee of the Board, and to the full Board. While the Audit Committee has the oversight, supervisory and other powers and responsibilities set forth in this Charter, it is not the responsibility of the Audit Committee to plan or conduct audits, to implement or to assess the Company’s system of internal controls, or to determine or certify that the Company’s financial statements are complete and accurate or are in compliance with generally accepted accounting principles (“GAAP”). These matters and tasks are the responsibility of the Company’s management, internal auditor (or other personnel responsible for the internal audit function) and/or the independent auditor.
Consistent with the Audit Committee’s oversight role, the Audit Committee should encourage continuous improvement of, and should foster adherence to, the Company’s policies, procedures and practices at all levels. The Audit Committee should also provide for open communication among the independent auditor, financial and senior management, the internal auditing function, and the Board. The Audit Committee shall engage in such activities as are necessary or appropriate (many of which are outlined herein) in order for it to render an annual report of the Audit Committee that meets any applicable regulatory requirements.
To the fullest extent permissible under applicable law, each member of the Audit Committee is entitled to rely in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Audit Committee by any of the Company’s officers, employees, or committees, the independent auditor, the internal auditing department or any other person as to matters the member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Company.
The Audit Committee shall meet no less frequently than quarterly, and more frequently as circumstances dictate. Written notice of such meeting shall be provided at least twenty-four (24) hours in advance. A member of the Audit Committee may waive notice of any meeting before or after the date and time of the meeting stated in the notice by a written waiver signed by such member and filed with the minutes or corporate records. A member’s attendance at or participation in an Audit Committee meeting shall constitute a waiver of notice of such meeting and assent to any corporate action taken at such meeting, unless the member at the beginning of such meeting (or promptly upon his or her arrival) objects to the holding of or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting. The Audit Committee shall meet periodically in separate executive sessions with management, the internal auditors (or other personnel responsible for the internal audit function) and the independent auditor, and have such other direct and independent interaction with such persons from time to time as the members of the Audit Committee deem appropriate. Such meetings shall be held in person or by conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other. A majority of the members of the Audit Committee shall constitute a quorum for purposes of holding a meeting and the Audit Committee may act by a vote of a majority of members present at such meeting. In lieu of a meeting, the Audit Committee may act by unanimous written consent, which may be transmitted electronically.
General
The following responsibilities and duties shall be the common recurring activities of the Audit Committee in fulfilling the purposes of the Audit Committee set forth in Section I of this Charter. The Audit Committee shall regularly report to the entire Board 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 qualification, performance and independence of the Company’s independent registered public accounting firm or the performance of the internal audit function and with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities.
The Audit Committee may undertake additional responsibilities and establish additional policies and procedures as may be appropriate from time to time to respond to changing business, legislative, regulatory, legal or other conditions. The Audit Committee also shall carry out any other responsibilities and duties delegated by the Board to the Audit Committee related to the purposes of the Audit Committee set forth in Section I of this Charter.
Oversight of Independent Auditors
Complaint Procedures
The Audit Committee shall establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
Financial Statements, Earnings Releases and Guidance
Controls and Procedures
Matters Relating to Internal Auditors, Risk Assessment and Risk Management
Information Technology Systems, Processes and Data
The Audit Committee shall oversee the integrity of the Company’s information technology systems, processes and data and periodically (but no less than annually), at its discretion, review and assess with management and the internal auditor (or other personnel responsible for the internal audit function), the adequacy of security for the Company’s information technology systems, processes and data and the Company’s contingency plans in the event of a breakdown or security breach affecting the Company’s information technology systems, and data or the information technology systems, processes and data of the Company’s clients.
Environmental
The Audit Committee shall oversee environmental matters, including identifying risks, identifying a sustainability framework, establishing metrics, and measuring performance, and report to the Board at least annually.
Charter, Other
The Audit Committee shall reassess the adequacy of this Charter at least annually and recommend any proposed changes to the Board for approval. The Audit Committee shall perform such other functions as may be required by applicable laws, rules and regulations and the Company’s Certificate of Incorporation or Bylaws, or by the Board, and shall report regularly to the Board.
Annual Performance Evaluation
The Audit Committee shall review, discuss, and assess its performance as well as its role and responsibilities at least annually, seeking input from senior management, the full Board, and others as the members of the Audit Committee deem appropriate. Changes in role and/or responsibilities, if any, shall be recommended to the full Board for approval.
Authority and Resources
To the extent deemed necessary by the Audit Committee in carrying out its Charter, the Audit Committee shall have the sole authority to (i) engage, oversee and direct the activities of legal, financial, accounting or other advisers as it determines necessary to carry out its duties, (ii) cause the Company to pay the compensation of such advisors, and (iii) cause the Company to pay the independent auditor’s compensation (or any other 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 Company) as well as the ordinary administrative expenses of the Audit Committee.
The Audit Committee shall have access to management, internal staff, the independent auditor, the corporate compliance staff, and the Company’s internal and outside legal counsel, both at meetings and otherwise.
The Audit Committee may delegate authority to one or more members of the Audit Committee who are independent directors of the Board, including the authority to grant pre- approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next meeting.
It is acknowledged that all of the above listed tasks and focus areas may not be relevant to all of the matters and tasks that the Audit Committee may consider and act upon from time to time, and the members of the Audit Committee in their judgment may determine the relevance thereof and the attention such items shall receive in any particular context.
Adopted by the Board of Directors on May 16, 2023.
Appendix I
Section 10A(b) of the Securities Exchange Act of 1934
If, in the course of conducting an audit pursuant to this title to which subsection (a) of this section applies, the registered public accounting firm detects or otherwise becomes aware of information indicating that an illegal act (whether or not perceived to have a material effect on the financial statements of the issuer) has or may have occurred, the firm shall, in accordance with generally accepted auditing standards, as may be modified or supplemented from time to time by the Commission:
(A)
(B) as soon as practicable, inform the appropriate level of the management of the issuer and assure that the audit committee of the issuer, or the board of directors of the issuer in the absence of such a committee, is adequately informed with respect to illegal acts that have been detected or have otherwise come to the attention of such firm in the course of the audit, unless the illegal act is clearly inconsequential.
If, after determining that the audit committee of the board of directors of the issuer, or the board of directors of the issuer in the absence of an audit committee, is adequately informed with respect to illegal acts that have been detected or have otherwise come to the attention of the firm in the course of the audit of such firm, the registered public accounting firm concludes that--
the registered public accounting firm shall, as soon as practicable, directly report its conclusions to the board of directors.
An issuer whose board of directors receives a report under paragraph (2) shall inform the Commission by notice not later than 1 business day after the receipt of such report and shall furnish the registered public accounting firm making such report with a copy of the notice furnished to the Commission. If the registered public accounting firm fails to receive a copy of the notice before the expiration of the required 1-business-day period, the registered public accounting firm shall--
If a registered public accounting firm resigns from an engagement under paragraph (3)(A), the firm shall, not later than 1 business day following the failure by the issuer to notify the Commission under paragraph (3), furnish to the Commission a copy of the report of the firm (or the documentation of any oral report given).