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Exhibit 99.4
TRAVELCENTERS OF AMERICA LLC
CHARTER OF THE AUDIT COMMITTEE
Adopted January 12, 2007
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of Directors
of TravelCenters of America LLC (the "Company") in fulfilling its
responsibilities for oversight of (1) the integrity of the Company's financial
statements, (2) the Company's compliance with legal and regulatory requirements,
(3) the independent auditors' qualifications and independence, and (4) the
performance of the Company's internal audit function and independent auditor.
The Audit Committee is also responsible for preparing the report required to be
included in the proxy statement for the Company's annual meeting of shareholders
under rules and regulations of the Securities and Exchange Commission ("SEC")
and any other reports required to be prepared by it under the rules and
regulations of the SEC or the American Stock Exchange ("AMEX").
In discharging its oversight role, the Audit Committee is empowered to
investigate any matter within the Audit Committee's scope of responsibilities
with full access to all books, records, facilities and personnel of the Company.
The Audit Committee shall have the authority to retain and determine funding for
independent legal, accounting or other consultants or advisors to advise the
Audit Committee for this purpose.
The Audit Committee is directly responsible for the appointment, compensation,
retention and oversight of the independent auditor and the resolution of
disagreements between management and the independent auditor regarding financial
reporting. The independent auditor is ultimately accountable to (and shall
directly report to) the Audit Committee, as representatives of the shareholders.
The Audit Committee has final authority and responsibility for the appointment
and assignment of duties to the director of internal audit. The Audit Committee
shall direct that the director of internal audit and staff be authorized to have
full, free and unrestricted access to all the functions, records, property and
personnel of the Company in order to carry out the duties prescribed by the
Audit Committee.
The Audit Committee shall annually (a) review and, if appropriate, update this
Charter, and (b) review and evaluate the performance of its duties.
The activities enumerated in Section IV of this Charter are designed to promote
the Audit Committee's fulfillment of this function, as well as to facilitate
communications between the Board of Directors, the Company's management and the
Company's internal audit department and independent auditor on significant
accounting judgments, estimates, principles, practices and policies.
Notwithstanding the Audit Committee's role in oversight of the Company's
financial reporting process and financial statements, it is acknowledged that
the Company's management ultimately has responsibility for that process and
those financial statements.
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II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as determined
by the Board of Directors, each of whom shall meet the independence and
experience requirements of the Rules of the AMEX and any other applicable laws
and regulations.
At least one member of the Audit Committee shall be a "financial expert" within
the meaning of the rules and regulations of the SEC (as determined by the Board
of Directors in its business judgment).
The members of the Audit Committee shall be elected by the Board of Directors or
an authorized committee thereof, and vacancies on such Audit Committee shall be
filled as provided in the Company's Amended and Restated Limited Liability
Company Operating Agreement (the "LLC Agreement"). Unless a Chair is elected by
the full Board of Directors, the members of the Audit Committee may designate a
Chair by majority vote of the full Audit Committee membership.
No member of the Audit Committee shall (a) directly or indirectly receive
consulting, advisory or other compensatory fees other than Board of Directors
fees or Audit Committee fees or other Board committee fees; or (b) be an
"affiliated person" (as defined by SEC rules and regulations) of the Company or
any subsidiary thereof, unless permitted by an exemption provided by such rules
and regulations. The Company shall make required disclosure of any exception in
its annual proxy statement.
No member of the Audit Committee may simultaneously serve on the audit
committees of more than three public companies (excluding investment management
companies) unless the Board of Directors shall determine that such simultaneous
service will not impair the ability of such member to effectively serve on the
Audit Committee, and the Company shall disclose this determination in its next
annual proxy statement.
III. MEETINGS
It is expected that the Audit Committee will meet at least four times a year, on
a quarterly basis, or more frequently as the circumstances require. Meetings of
the Audit Committee shall be called and held, and the Audit Committee may act by
written consent in lieu of a meeting, as provided in the Company's LLC
Agreement.
The Audit Committee shall meet in separate executive sessions with management,
the director of internal audit and the independent auditor to discuss any
matters that the Audit Committee (or any of these groups) believes should be
discussed privately.
IV. RESPONSIBILITIES AND DUTIES
The following are activities of the Audit Committee designed to promote the
fulfillment of its functions as described in this Charter (these functions are
set forth as a guide with the understanding that the Audit Committee may diverge
from this guide as appropriate given the circumstances):
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DOCUMENTS/REPORTS REVIEW
1. Review the Company's annual and quarterly financial statements released
to the public, including any certification, report, opinion, or review
rendered by the independent auditor, and the Company's disclosures
under "Management's Discussion and Analysis of Financial Condition and
Results of Operations," prior to the filing of any such items with the
SEC. Such review shall specifically include a discussion with
management regarding:
a) All critical accounting estimates and judgments including how
policies were chosen among alternatives, the methodology of
applying those estimates and policies, and the assumptions
made, and the impact of changes in those policies, both
qualitatively and quantitatively;
b) Any material off-balance sheet transactions, arrangements,
obligations (including contingent obligations) and other
relationships of the Company with unconsolidated entities or
other persons, that may have a material current or future
effect on the Company's financial statements, financial
condition, changes in financial condition, results of
operations, liquidity, capital resources, capital reserves or
significant components of revenues or expenses; and
c) All material related-party transactions.
2. Discuss the Company's audited financial statements with representatives
of the Company's management.
3. Quarterly, in connection with the preparation of each periodic report
of the Company, review management's disclosures to the Audit Committee
and the contents of each certification filed or furnished with such
report. This review shall include a discussion with the President and
the Treasurer of material weaknesses and significant deficiencies in
the design or operation of internal controls which could adversely
affect the Company's ability to record, process, summarize and report
financial data, and any material weaknesses in internal controls
identified by the President and the Treasurer, and any fraud (without
regard to materiality) involving management or employees with a
significant role in the Company's internal controls.
INDEPENDENT AUDITOR
4. Possess the ultimate authority and responsibility to select, evaluate
and, where appropriate, replace the independent auditor; and determine
the appropriate funding for payment of compensation (a) to the
independent auditor for the purpose of rendering or issuing an audit
report; and (b) to any advisors employed by the Audit Committee to
carry out its duties.
5. At least annually, obtain and review a report by the independent
auditor describing: (a) the firm's internal quality-control procedures;
and (b) any material issues raised by (1) the most recent internal
quality-control review, or peer review, of the firm, or (2) any inquiry
or investigation by governmental or professional authorities, within
the preceding
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five years, respecting one or more independent audits carried out by
the firm, and any steps taken to deal with any such issues.
6. At least annually, evaluate the independence of the independent auditor
by:
a) Obtaining from and discussing with the independent auditor a
formal written statement delineating all relationships between
the independent auditor and the Company and services performed
by the independent auditor for the Company, and their impact
on the objectivity and independence of the independent
auditor;
b) Reviewing and evaluating the lead partner of the independent
auditor;
c) Considering whether there should be a rotation of the audit
firm in order to ensure auditor independence; and
d) Confirming that no partner of the independent auditor on the
audit engagement team has performed audit services for the
Company for longer than the time period permitted by SEC rules
and regulations,
and present its conclusions to the Board of Directors.
7. Periodically consult with the independent auditor out of the presence
of management about internal controls and the quality, acceptability,
fullness and accuracy of the Company's financial statements.
FINANCIAL REPORTING PROCESS
8. Discuss the Company's financial statements with representatives of the
Company's management.
9. In connection with the financial statements contained in the Company's
periodic filings with the SEC, require the independent auditor and a
representative of the Company's financial management to inform the
Audit Committee (either as a committee or through the Chair,
representing the Audit Committee) about:
a) All critical accounting policies and practices, alternative
accounting treatments of financial information within
generally accepted accounting principles that have been
discussed with management, including their ramifications, and
the independent auditor's preferred treatment;
b) Significant new accounting practices and principles;
c) Significant management judgments and accounting estimates and
their appropriateness;
d) Audit adjustments and unadjusted differences;
e) Disagreements with management;
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f) Other information in documents containing the financial
statements;
g) Material written communications between the independent
auditor or its firm and management, such as any management
letter or schedule of unadjusted differences; and
h) Other matters from time to time specified in Statement of
Accounting Standards No. 61 (or any successor standard
thereto).
Such discussion shall occur prior to the issuance by the independent
auditor of reports on or reviews of the financial statements.
10. Consider and make recommendations to the Board of Directors concerning
major changes to the Company's auditing and accounting principles and
practices as suggested by the independent auditor or management.
11. Discuss the general contents of earnings press releases (including the
use of "pro forma" or "adjusted" information that does not conform to
Generally Accepted Accounting Principles), as well as financial
information and earnings guidance provided to analysts and rating
agencies.
PROCESS IMPROVEMENT
12. Periodically review (a) major issues regarding accounting principles
and practices and financial statement presentations, including any
significant changes in the Company's selection or application of
accounting principles and practices, and major issues as to the
adequacy of the Company's internal controls and any special audit steps
adopted in light of material control deficiencies; and (b) analyses
prepared by management and/or the independent auditor setting forth
significant financial reporting issues and judgment made in connection
with the preparation of the financial statements, including analyses of
the effects of application of alternative Generally Accepted Accounting
Principles on the financial statements.
13. Regularly review with the independent auditor:
a) Any problems or difficulties encountered in the course of the
audit work, including any restrictions or changes on the scope
of the activities or access to requested information, and the
Company's response;
b) Any significant disagreements with management;
c) Any material changes required by either management or the
independent auditor in the planned scope of the outside or
internal audit; and
d) The internal audit department responsibilities, budget and
staffing.
14. Periodically, meet with management to review the Company's major
financial risk exposures and the steps management has taken to monitor
and control such exposures,
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and to discuss guidelines and policies to govern the process by which
risk assessment and management is undertaken.
15. Periodically, meet with management, the independent auditor, the
director of internal audit and such other persons as they may from time
to time select. Such meetings shall include, as appropriate, a review
of any legal, regulatory or compliance matters (including any material
reports or inquiries received from regulators or governmental agencies)
or accounting initiatives that could have a significant impact on the
Company's financial statements, including significant changes in
accounting standards or rules as promulgated by the Financial
Accounting Standards Board, the SEC, the Public Company Accounting
Oversight Board or other regulatory authorities with relevant
jurisdiction.
16. Periodically, but at least annually, meet separately with management,
the internal auditing staff and the independent auditor.
17. Review any disclosure concerning the Audit Committee or its membership
required to be included in the Company's Annual Report on Form 10-K,
Quarterly Report on Form 10-Q or proxy statements under the rules of
the SEC or AMEX.
APPROVAL OF AUDIT SERVICES
18. Approve all audit and non-audit services prior to the appointment or
engagement of the independent auditor to provide such services to the
Company, which approvals may be under policies and procedures set forth
in advance by the Audit Committee.
19. The Audit Committee may delegate to one or more members the authority
to grant the approvals required by the preceding paragraph. The
decisions of any member to whom authority is delegated to approve an
activity under this paragraph shall be presented to the full Audit
Committee at its next regularly scheduled meeting.
20. Review the plan for and scope of the annual audit and any special
audits.
21. Periodically review status reports on progress in accomplishing the
plan for the annual audit and any special audits.
INTERNAL AUDIT FUNCTION
22. Review and approve the annual internal audit plan including the scope
and timing of each internal audit activity.
23. Periodically meet with the director of internal audit to review the
results of internal audits and the status of accomplishing the internal
audit plan.
REPORTS OF THE AUDIT COMMITTEE
24. Prepare any reports required to be prepared by the Audit Committee
under the rules of the SEC or the AMEX.
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25. The Audit Committee's policies and procedures for approvals of audit
and non-audit services shall be disclosed in, or included with, the
Company's annual proxy statement and annual report filed with the SEC.
V. OTHER DUTIES
26. Establish procedures for (a) the receipt, retention, and treatment of
complaints received by the Company regarding accounting, internal
accounting controls, or auditing matters; and (b) the confidential,
anonymous submissions by employees of the Company of concerns regarding
questionable accounting or auditing matters.
27. The Audit Committee hereby establishes a policy that the Company may
not hire employees or former employees of the independent auditor if
their status as employees would cause the independent auditor to cease
being independent under applicable SEC rules and regulations or the
standards of the Public Company Accounting Oversight Board.
28. Report regularly to the Board of Directors. The Audit Committee shall
discuss with the full Board of Directors 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 performance and independence of the Company's
independent auditor, or the performance of the internal audit function.
29. Review and reassess the adequacy of this Charter annually and recommend
any proposed changes to the Board of Directors for approval.
30. Annually review the Audit Committee's own performance.
31. Perform any other activities consistent with this Charter, the
Company's certificate of formation and the LLC Agreement and governing
law as the Audit Committee or the Board of Directors deems necessary or
appropriate.
VI. GENERAL PROVISIONS
While the Audit Committee has the responsibilities and powers set forth in this
Charter, it is not the duty of the Audit Committee to prepare the Company's
financial statements, to plan or conduct audits of those financial statements,
or to determine that those financial statements are complete and accurate and in
accordance with Generally Accepted Accounting Principles. This is the
responsibility of the Company's management and the independent auditor. Nor is
it the duty of the Audit Committee to conduct investigations or to assure
compliance with applicable laws and regulations.
The Audit Committee is by this Charter delegated the powers of the Board of
Directors necessary to carry out its purposes, responsibilities and duties
provided in this Charter or reasonably related to those purposes,
responsibilities and duties.
The Audit Committee may form and delegate authority to subcommittees of one or
more members when appropriate. Any subcommittee shall be subject to this
Charter. The decisions of
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any subcommittees to which authority is delegated under this paragraph shall be
presented to the full Audit Committee at its next regularly scheduled meeting.
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