EXHIBIT 99.1
HOMEFED CORPORATION
AUDIT COMMITTEE CHARTER
This Charter is intended as a component of the flexible framework within which
the Board of Directors of the Company (the "Board"), assisted by its committees,
directs the affairs of the Company. While it should be interpreted in the
context of all applicable laws, regulations and listing requirements, as well as
in the context of the Company's Certificate of Incorporation and Bylaws, it is
not intended to establish by its own force any legally binding obligations.
PURPOSE
The primary purpose of the Audit Committee (the "Committee") is to
assist the Board in overseeing (i) the conduct and integrity of financial
reports and other financial information provided by the Company to governmental
or regulatory bodies, the public or other users, (ii) the Company's systems of
internal accounting and financial and disclosure controls, (iii) compensation of
the Company's independent auditor, its independence, its conduct of the annual
audit and its engagement for any other services, and (v) the preparation of the
audit committee report required by SEC rules to be included in the Company's
annual proxy statement.
In discharging its oversight role, the Committee is empowered to
investigate any matter brought to its attention or deemed appropriate by it. The
Committee shall have full access to all books, records, facilities and personnel
of the Company and shall have the power to retain outside counsel, independent
auditors and other experts and advisers. The Board and the Committee are in
place to represent the Company's stockholders; accordingly, the independent
auditor is ultimately accountable to the Board and the Committee.
The Committee's job 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 those financial statements. The Committee
recognizes that financial management and the independent auditors have more
time, knowledge and detailed information regarding the Company than do Committee
members. Accordingly, in carrying out its oversight responsibilities, the
Committee will not provide any expert or special assurance as to the Company's
financial statements or any professional certification as to the independent
auditor's work.
The Committee shall review the adequacy of this Charter on an annual
basis.
MEMBERSHIP
The Committee shall be comprised of not less than two members of the
Board.
KEY RESPONSIBILITIES
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight function. These functions are set
forth as a guide with the understanding that the Committee may perform any
other duties deemed necessary or appropriate by the Committee or the Board
or as are imposed by law, accounting standards or similar requirements.
o The Committee shall review and discuss with management and the
independent auditor the Company's financial statements, including,
prior to public release, annual audited financial statements to be
included in the Company's Annual Report on Form 10-K (or the Annual
Report to Stockholders if distributed prior to the filing of Form
10-K), and interim financial statements to be included in the
Company's quarterly reports, to be filed with the Securities and
Exchange Commission (the "SEC") (including (a) any certification
regarding the financial statements or the Company's internal
accounting and financial controls and procedures and disclosure
controls or procedures filed with SEC by the Company's senior
executive and financial officers; and (b) the matters required to be
discussed with the independent auditor by Statement of Auditing
Standards ("SAS") No. 61, as such statement may be amended from time
to time, including, without limitation, the amendments contained in
SAS No. 90, and by SAS 100).
o The Committee shall review and discuss with management and the
independent auditor (i) all critical accounting policies and practices
used by the Company; (ii) any material alternative accounting
treatments of financial information within GAAP that have been
discussed with management, including the ramifications of the use of
the alternative treatments and the treatment preferred by the
accounting firm; and (iii) material written communications between the
independent auditor and the management, such as any management letter
or schedule of unadjusted differences.
o The Committee shall prepare a report to be included in the Company's
annual proxy statement stating whether or not the Committee: (i) has
reviewed and discussed the audited financial statements with
management; (ii) has discussed with the independent auditor the
matters required to be discussed by SAS No. 61 and 90; (iii) has
received the written disclosures and the letter from the independent
auditor required by Independence Standards Board Standard No. 1, as
may be modified and supplemented, and has discussed with it its
independence; and (iv) based on the review and discussions referred to
above, the members of the Committee recommended to the Board that the
audited financial statements be included in the Company's Annual
Report on Form 10-K for filing with the SEC.
o The Committee shall discuss with management and the independent
auditor significant issues regarding accounting principles and
policies, as well as the quality and adequacy of the Company's
internal controls.
o The Committee, subject to any action that may be taken by the full
Board, shall have the ultimate authority and responsibility to select
(or nominate for shareholder approval), evaluate and, where
appropriate, replace the independent auditor.
o The Committee shall:
o approve the fees to be paid to the independent auditor;
o review and pre-approve any audit and permitted non-audit services
(including the fees and terms thereof) provided by the Company's
independent auditor (with pre-approvals disclosed as required in
the Company's periodic public filings);
o request from the independent auditor annually, and review, a
formal written statement delineating all relationships between
the independent auditor and the Company consistent with
Independence Standards Board Standard Number 1 (as modified or
supplemented);
o discuss with the independent auditor any such disclosed
relationships and their impact on the independent auditor's
independence, and recommend that the Board take appropriate
action in response to the independent auditor's report to satisfy
itself of the auditor's independence; and
o evaluate, and assure the regular rotation of, the lead audit
partner of the independent auditor as required by law.
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