EXHIBIT 99.1
GAYLORD ENTERTAINMENT COMPANY
AUDIT COMMITTEE CHARTER
STATEMENT OF POLICY
The Audit Committee is a committee of the Board of Directors. Its primary
function is to assist the Board in fulfilling its fiduciary oversight
responsibilities by reviewing the financial information provided to shareholders
and others, the systems of internal controls which management and the Board of
Directors have established, the legal and ethical conduct of the Company and its
employees relating to preparation of financial information, and the audit
process.
OPERATING POLICIES
1. The Audit Committee shall consist of no fewer than three members. The
members of the Audit Committee shall meet the independence and
experience requirements of the New York Stock Exchange, Section
10A(m)(3) of the Securities Exchange Act of 1934 (the "Exchange Act")
and the rules and regulations of the Securities and Exchange
Commission. At least one member of the Audit Committee shall be a
financial expert as defined by the Commission. The Audit Committee
members shall not simultaneously serve on the audit committees of more
than two other public companies.
2. The members of the Audit Committee shall be appointed by the Board on
the recommendation of the Nominating and Corporate Governance
Committee. Audit Committee members may be replaced or added by the
Board at any time.
3. The Committee shall meet at least four times per year or more
frequently as circumstances require. The Audit Committee shall meet
periodically with management, the internal auditors and the Independent
Accountant in separate executive sessions. The Audit Committee may
request any officer or employee of the Company or the Company's outside
counsel or Independent Accountant to attend a meeting of the Committee
or to meet with any members of, or consultants to, the Committee.
4. The Committee shall have the power to conduct or authorize
investigations into any matters within the Committee's scope of
responsibilities. The Committee shall be empowered to retain
independent counsel, accountants, or others to assist it in the conduct
of any investigation.
COMMITTEE AUTHORITY
1. The Audit Committee shall have the sole authority to appoint or replace
the Independent Accountant (subject, if applicable, to shareholder
ratification). The Audit Committee shall be directly responsible for
the compensation and oversight of the work of the Independent
Accountant (including resolutions of disagreements between management
and the Independent Accountant regarding financial reporting) for the
purpose of preparing or issuing an audit report or related work. The
Independent Accountant shall report directly to the Audit Committee.
2. The Audit Committee shall preapprove all auditing services and
permitted non-audit services (including the fees and terms thereof) to
be performed for the Company by its Independent Accountant, subject to
the de minimums exceptions for non-audit services described in Section
10A(i)(1)(B) of the Exchange Act which are approved by the Audit
Committee prior to the completion of the audit.
3. The Audit Committee may form and delegate authority to subcommittees
consisting of one or more members when appropriate, including the
authority to grant preapprovals of audit and permitted non-audit
services, provided that decisions of such subcommittee to grant
preapprovals shall be presented to the full Audit Committee at its next
scheduled meeting.
4. The Company shall provide for appropriate funding, as determined by the
Audit Committee, for payment of compensation to the Independent
Accountant for the purpose of rendering or issuing an audit report and
to any advisor employed by the Audit Committee.
RESPONSIBILITIES
In meeting its responsibilities, the Audit Committee is expected to:
1. Review its charter on an annual basis and, as appropriate, recommend
amendments to the Board.
2. Request and review a statement from the Independent Accountant
delineating all relationships between the Independent Accountant and
the Company to determine the independence of the Independent
Accountant, consistent with Independence Standards Board Standard No.
1, as may be modified or supplemented.
3. Provide an open and independent avenue of communication between
Internal Audit, the Independent Accountant, and the Board of Directors.
4. Review and recommend to the Board of Directors the appointment,
replacement, reassignment, or dismissal of any member of the Internal
Audit Department.
5. Inquire of Director of Internal Audit, the Independent Accountant, and
appropriate management about significant risks or exposures and assess
the steps management has taken to minimize such risks to the Company.
6. Review and approve with the Director of Internal Audit and the
Independent Accountant (a) the audit scope and plan of Internal Audit
and (b) the audit scope and plan of the Independent Accountant.
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7. Review with the Head of Internal Audit and the Independent Accountant
the coordination of Internal Audit and Independent Accountant to assure
completeness of coverage, reduction of redundant efforts, and the
effective use of Internal Audit resources.
8. Discuss with the Independent Accountant:
(a) The Independent Accountant's independence.
(b) The matters required to be reported by the Independent
Accountants by Statement on Auditing Standards No. 61 and No.
90, as may be modified or supplemented, as well as matters
affecting the quality of the Company's financial reporting and
the fairness of the presentation in the financial statements
of the financial condition and financial risks of the Company.
9. Review and discuss with management and the Independent Accountant:
(a) The Company's quarterly and annual financial statements and
related footnotes.
(b) The Independent Accountant's audit of the annual financial
statements and the report thereon.
(c) The Independent Accountant's audit plan and any significant
changes thereto.
(d) Any difficulties or disputes with management encountered
during the course of the audit.
(e) The selection, application and disclosure of critical
accounting policies used in the Company's financial
statements.
(f) Any material related party transactions.
(g) Other matters related to the conduct of the audit which are to
be communicated to the Committee under Generally Accepted
Auditing Standards.
(h) Any observations or recommendations made in writing by the
Independent Accountant to management regarding its policies
and procedures, and the status of the response by management
to such observations or recommendations.
(i) All alternative treatments of financial information within
generally accepted accounting principles that have been
discussed with management; ramifications of the use of such
alternative disclosures and treatments; and the treatment
preferred by the Independent Accountant.
(j) Other material written communications between the Independent
Accountant and management, such as any management letter or
schedule of unadjusted differences.
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10. Consider and review with management and the Head of Internal Audit:
(a) All significant findings, recommendations and follow-up
activity of Internal Audit together with management's
responses.
(b) Any difficulties encountered in the course of its audits,
including any restrictions on the scope of its work or access
to required information.
(c) The planned scope of its audit plan and any significant
changes thereto.
(d) The Internal Audit Department budget and staffing.
(e) The Internal Audit Department charter.
(f) Internal Audit's compliance with the IIA's Standards for the
Professional Practice of Internal Auditing.
11. Review filings with the SEC and other published documents containing
the Company's financial statements. Consider whether the information
contained in these documents is consistent with the information
contained in the financial statements and is in compliance with
applicable regulatory requirements. Recommend to Board of Directors
whether the audited annual financial statements should be included in
the Company's Annual Report on Form 10-K.
12. Review disclosures made to the Audit Committee by the Company's CEO and
CFO during their certification process for the Form 10-K and Form 10-Q
about any significant deficiencies in the design or operation of
internal controls or material weaknesses therein and any fraud
involving management or other employees who have a significant role in
the Company's internal controls.
13. Discuss with management the Company's earnings press releases,
including the use of "pro forma" or "adjusted" non-GAAP information, as
well as financial information and earnings guidance provided to
analysts and rating agencies. Such discussion may be done generally
(consisting of discussing the types of information to be disclosed and
the types of presentations to be made).
14. Review and evaluate the lead partner of the Independent Accountant
team.
15. Ensure the rotation of the lead (or coordinating) audit partner having
primary responsibility for the audit and the audit partner responsible
for reviewing the audit as required by law. Consider whether, in order
to assure continuing auditor independence, it is appropriate to adopt a
policy of rotating the independent auditing firm on a regular basis.
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16. Obtain and review a report from the Independent Accountant at least
annually regarding (a) the Independent Accountant's internal
quality-control procedures, (b) any material issues by any inquiry or
investigation by governmental or professional authorities within the
preceding five years respecting one or more independent audits carried
out by the firm, (c) any steps taken to deal with any such issues, and
(d) all relationships between the Independent Accountant and the
Company. Evaluate the qualifications, performance and independence of
the Independent Accountant, including considering whether the auditor's
quality controls are adequate and the provisions of permitted non-audit
services is compatible with maintaining the auditor's independence, and
taking into account the opinions of management and the internal
auditors. The Audit Committee shall present its conclusions with
respect to the Independent Accountant to the Board.
17. Recommend to the Board policies for the Company's hiring of employees
or former employees of the Independent Accountant who participated in
any capacity in the audit of the Company.
18. Establish procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal
controls or auditing matters, and the confidential, anonymous
submission by employees of concerns regarding questionable accounting
or auditing matters.
19. Review policies and procedures with respect to officer's expense
accounts and perquisites, including their use of corporate assets, and
consider the results of any review of these areas by Internal Audit or
the Independent Accountant.
20. As necessary, review with the Head of Internal Audit and the
Independent Accountant the results of their review of the Company's
actions in monitoring compliance with the Corporate Code of Conduct.
21. Review legal and regulatory matters that may have a material impact on
the financial statements, related Company compliance policies, and
programs and reports received from regulators.
22. As requested by the Director of Internal Audit and/or the Independent
Accountant, meet with the Director of Internal Audit, the Independent
Accountant, and management in separate executive sessions to discuss
any matters that the Committee or any of these parties believe should
be discussed privately with the Committee.
23. Perform other functions as assigned by law, the Company's charter or
bylaws, or the Board of Directors.
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