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EXHIBIT 99.1
CHARTER
OF THE
AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
CASH AMERICA INTERNATIONAL, INC.
PURPOSE.
The Audit Committee of the Board of Directors of Cash America International,
Inc. (the "Company") serves to assist the Board in fulfilling its oversight
responsibilities by: (i) serving as an independent and objective party to
monitor the Company's financial reporting process and internal control system,
(ii) reviewing and appraising the audit efforts of the Company's independent
auditor, and (iii) providing an open avenue of communication among the
independent auditor, financial and senior management and the Board of Directors.
In carrying out its responsibilities, the Audit Committee should pay particular
attention to the special issues posed by the unique nature of the Company's
consumer financial services business.
ORGANIZATION.
The members of the Audit Committee shall consist of three (3) or more directors
as determined by the Board. Each of the members shall be independent directors
and free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a member of
the Audit Committee. All members of the Audit Committee are to have a working
familiarity with basic finance and accounting practices, or acquire such a
familiarity within a reasonable period of time after his or her appointment to
the Audit Committee, and at least one member of the Audit Committee shall have
accounting or related financial management expertise.
The members of the Audit Committee are to be elected by the Board and shall
serve until their successors are duly elected and qualified. Unless a Chair is
elected by the full Board, the members of the Audit Committee may designate a
Chair by a majority vote of the full Committee membership.
AUTHORITY.
The Audit Committee shall have the authority to consult with special legal,
accounting or other consultants to advise the Committee as circumstances may
dictate. The Audit Committee may request any officer or employee of the Company
or the Company's outside counsel or independent auditor to attend a meeting of
the Committee or to meet with any members of, or consultants to, the Committee.
MEETINGS.
The Audit Committee shall hold regular meetings as may be necessary and special
meetings as may be called by the Chairman of the Committee. As part of its job
to foster open communication, the Committee should meet at least annually with
management and the independent auditor in separate executive sessions to discuss
any matters that the Committee or either of these groups believe should be
discussed privately. The Committee should meet at least three times annually, or
more frequently as circumstances dictate, and make regular reports to the Board.
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ROLES AND RESPONSIBILITIES.
The Audit Committee shall:
1. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board for approval.
2. Review the Company's annual financial statements and any other financial
information submitted to the Securities and Exchange Commission or the
public, including any certification, report, opinion, or review rendered
by the independent auditor.
3. Establish regular and separate reporting to the Committee by each of
management and the independent auditor regarding any significant
judgments made in management's preparation of the financial statements
and the view of each as to the appropriateness of such judgments.
4. Review with management and the independent auditor the Company's
quarterly financial statements prior to their filing with the Securities
and Exchange Commission. The Chair of the Committee may represent the
entire Committee for purposes of this review.
5. Meet periodically with management to review the Company's major financial
risk exposures and the steps management has taken to monitor and control
such exposures.
6. Consider and approve, if appropriate, major changes to the Company's
auditing and accounting principles and practices as suggested by the
independent auditor, internal auditors or management, and review the
extent to which such changes have been implemented.
7. Recommend to the Board the appointment of the independent auditor, which
firm is ultimately accountable to the Audit Committee and the Board.
8. Approve the fees to be paid to the independent auditor for its work
relating to the Company's financial statements.
9. On an annual basis, obtain from the independent auditor, and review and
discuss with the independent auditor, a formal written statement
delineating all relationships the independent auditor has with the
Company and actively engage in a dialogue with the independent auditor
with respect to any disclosed relationships or services that may impact
the objectivity and independence of the independent auditor.
10. Evaluate together with the Board the performance of the independent
auditor and, if so determined by the Audit Committee, recommend to the
Board the replacement of the independent auditor after a complete
evaluation with the Board has been concluded.
11. Review any significant disagreements between management and the
independent auditor in connection with the preparation of the financial
statements and promptly report any such disagreements to the Board in
writing.
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12. Review the appointment and replacement of the senior internal auditing
executive.
13. Review any significant reports to management prepared by the internal
auditing department and management's responses.
14. Meet with the independent auditor prior to the audit to review the
planning and staffing of the audit.
15. Obtain reports from management, the Company's senior internal auditing
executive and the independent auditor that the Company's
subsidiary/foreign affiliated entities are in conformity with applicable
legal requirements and applicable Company compliance policies.
16. Discuss with the independent auditor the matters required to be discussed
by Statement on Auditing Standards No. 61, Communication with Audit
Committees (as amended by No. 89, Audit Adjustments, and No. 90, Audit
Committee Communications), relating to the conduct of the audit.
17. Review with the independent auditor any problems or difficulties the
auditor may have encountered and any management letter provided by the
auditor and the Company's response to that letter. Such review should
include:
(a) Any difficulties encountered in the course of the audit work,
including any restrictions on the scope of activities or access to
required information.
(b) Any changes required in the planned scope of the internal audit.
(c) The internal audit department responsibilities, budget and
staffing.
(d) The integrity of the Company's financial reporting process, both
internal and external.
18. Prepare the report required by the rules of the Securities and Exchange
Commission to be included in the Company's annual proxy statement.
19. Advise the Board with respect to the Company's policies and procedures
regarding compliance with applicable laws and regulations.
20. Review with the Company's General Counsel legal matters that may have a
material impact on the financial statements, the Company's compliance
policies and any material reports or inquiries received from regulators
or governmental agencies.
21. Meet at least annually with the chief financial officer, the senior
internal auditing executive and the independent auditor in separate
sessions to review, among other things, the independent auditor's
judgment about the quality and appropriateness of the Company's
accounting principles as applied in its financial reporting.
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While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the Audit Committee to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's compliance policies.
AS ADOPTED BY THE BOARD OF DIRECTORS OF
CASH AMERICA INTERNATIONAL, INC.
APRIL 26, 2000
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