Exhibit 99.3
LEXINGTON CORPORATE PROPERTIES TRUST
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AMENDED AND RESTATED AUDIT COMMITTEE CHARTER
Purpose
The Audit Committee (the "Committee") of the Board of Trustees
(the "Board") of Lexington Corporate Properties Trust (the "Trust") is appointed
by the Board to (1) assist the Board in monitoring (A) the integrity of the
financial statements of the Trust, (B) the qualifications and independence of
the registered public accounting firm employed by the Trust (the "Independent
Auditor"), (C) the performance of the personnel responsible for the Trust's
internal audit function, including the personnel of any third-party employed by
the Trust for the purpose of performing all or any portion of the Trust's
internal audit function (collectively, the "Internal Auditors") and the
Independent Auditor, and (D) the compliance by the Trust with legal and
regulatory requirements relating to the foregoing, and (2) prepare any report
required of the Committee by the rules of the Securities and Exchange Commission
(the "SEC") to be included in the Trust's annual proxy statement or other
periodic report.
Committee Membership
The Committee shall consist of no fewer than three members. The
members of the Committee shall each meet the independence and experience
requirements set forth in the Securities Exchange Act of 1934, as amended, the
rules and regulations promulgated by the SEC, the listing standards of the New
York Stock Exchange and any other applicable laws, rules or regulations.
The members of the Committee shall be appointed by the Board on
the recommendation of the Nominating and Governance Committee. Committee members
may be removed and replaced by, and in the sole discretion of, the Board. The
Board shall designate one member of the Committee to serve as the chairperson of
the Committee.
Committee Operating Procedures
The Committee shall hold a regular meeting once per quarter, and
such additional meetings as the Committee members deem necessary or appropriate.
The Committee shall report to the Board following all regular meetings and at
such other times as the Committee members deem necessary or appropriate. The
Secretary or an Assistant Secretary of the Trust, or a designee thereof, or
another person designated by the Committee acting in coordination with the
Secretary of the Trust, shall record minutes of all Committee meetings, and such
minutes shall be maintained with the books and records of the Trust.
The Committee shall fix such additional rules or procedures for
the conduct of its business pursuant to this Charter as the Committee members
deem necessary or appropriate. Any such additional rules or procedures shall be
consistent with the Declaration of Trust and By-Laws of the Trust and this
Charter, in each case as in effect from time to time, and shall be filed with
this Charter in the books and records of the Trust.
The Committee may form and delegate authority to subcommittees
when and as the Committee deems necessary and appropriate, except as may be
otherwise provided by this Charter.
Committee Authority and Responsibilities
Financial Statement and Disclosure Matters
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1. The Committee shall review and discuss with management and the
Independent Auditor the annual audited financial statements and
the quarterly financial statements, including the results of the
Independent Auditor's reviews of the quarterly financial
statements and the Trust's disclosures under "Management's
Discussion and Analysis of Financial Condition and Results of
Operations" in each Form 10-K and Form 10-Q filed by the Trust.
2. The Committee shall discuss with management and the Independent
Auditor significant financial reporting issues and judgments made
in connection with the preparation of the Trust's financial
statements, including:
(a) any significant changes in the Trust's selection or
application of accounting principles,
(b) any major issues as to the adequacy of the Trust's
internal controls,
(c) the development, selection and disclosure of critical
accounting estimates, and
(d) analyses of the effect on the Trust's financial statements
of alternative assumptions, estimates or methods permitted
under generally accepted accounting principles ("GAAP").
3. The Committee shall discuss with management the Trust'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.
4. The Committee shall discuss with management and the Independent
Auditor the effect of regulatory and accounting initiatives as
well as off-balance sheet structures on the Trust's financial
statements.
5. The Committee shall discuss with management the Trust's major
financial risk exposures and the steps management has taken to
monitor and control such exposures, including the Trust's risk
assessment and risk management policies.
6. The Committee shall discuss with the Independent Auditor the
matters required to be discussed by Statement on Auditing
Standards No. 61 relating to the conduct of the audit including,
without limitation:
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(a) the adoption of, or changes to, the Trust's significant
auditing and accounting principles and practices as
suggested by the Independent Auditor, the Internal
Auditors or management.
(b) the management letter provided by the Independent Auditor
and the Trust's response to that letter.
(c) any difficulties encountered in the course of the audit
work, including any restrictions on the scope of
activities or access to requested information, and any
significant disagreements with management.
Oversight of the Trust's Relationship with the Independent Auditor
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7. The Committee shall meet with the Independent Auditor prior to
the audit to discuss the planning and staffing of the audit.
8. The Committee shall be directly responsible for the appointment,
compensation and oversight of the work of the Independent
Auditor, and the Independent Auditor shall report directly to the
Committee.
9. The Committee shall be responsible for the pre-approval of all
auditing services and, to the extent permitted under applicable
law, non-audit services to be provided to the Trust by the
Independent Auditor. The Committee may delegate the authority to
grant such preapprovals to one or more of its members. The
decisions of any such member to preapprove any such activity
shall be presented to the Committee at the next scheduled
meeting.
10. The Committee shall review the policies of the Independent
Auditor to ensure the regular rotation of the lead (or
coordinating) audit partner and the audit partner responsible for
reviewing the audit as required by applicable law, rules or
regulations.
11. The Committee shall review the experience and qualifications of
the lead (or coordinating) audit partner, the audit partner
responsible for reviewing the audit and other appropriate senior
members of the Independent Auditor.
12. The Committee shall obtain and review a report from the
Independent Auditor at least annually regarding:
(a) all critical accounting policies and practices to be used,
(b) all alternative treatments of financial information within
GAAP that have been discussed with management,
ramifications of the use of such alternative disclosures
and treatments, and the treatment preferred by the
Independent Auditor, and
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(c) other material written communications between the
Independent Auditor and management, such as any management
letter or schedule of unadjusted differences.
13. The Committee shall obtain and review any reports received from
management regarding:
(a) significant deficiencies in the design or operation of
internal controls which could adversely affect the Trust's
ability to record, process, summarize and report financial
data, and
(b) any fraud, whether or not material, that involves
management or other employees who have a significant role
in the Trust's internal controls.
14. The Committee shall obtain and review a report from the
Independent Auditor at least annually regarding:
(a) the Independent Auditor's internal quality-control
procedures,
(b) any material issues raised by the most recent
quality-control review, or peer review, of the Independent
Auditor, or 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 Independent Auditor,
(c) any steps taken to deal with any such issues, and
(d) all relationships between the Independent Auditor and the
Trust.
15. The Committee shall evaluate the qualifications, performance and
independence of the Independent Auditor, including a review of
whether the Independent Auditor's quality controls are adequate
and whether the provision of non-audit services is compatible
with maintaining the Independent Auditor's independence. In
making this evaluation, the Committee shall take into account the
opinions of management and the Internal Auditors. The Committee
shall present its conclusions with respect to the Independent
Auditor to the Board and may recommend that the Board take
additional action to satisfy itself of the qualifications,
performance and the independence of the Independent Auditor.
16. The Committee shall consider whether, in order to assure
continuing auditor independence, it is appropriate to adopt a
policy of rotating the Independent Auditor on a regular basis.
17. The Committee shall recommend to the Board policies for the
Trust's hiring of employees or former employees of the
Independent Auditor who were engaged on the Trust's account.
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18. When appropriate, the Committee shall discuss with the national
office of the Independent Auditor issues on which they were
consulted by the Trust's audit team and matters of audit quality
and consistency.
Oversight of the Trust's Internal Audit Function
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19. The Committee shall review the appointment and replacement of the
senior executive of the Trust responsible for overseeing the
Internal Auditors.
20. The Committee shall review the significant reports to management
prepared by the Internal Auditors and management's responses.
21. The Committee shall discuss with the Independent Auditor the
responsibilities of the internal audit function, particular
projects and activities to be undertaken by the Internal Auditors
and the results of such projects and activities, budget and
staffing issues and any recommended changes in the planned scope
of the internal audit.
Compliance Oversight Responsibilities
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22. The Committee shall obtain from the Independent Auditor assurance
that Section 10A of the Securities Exchange Act of 1934 has not
been implicated.
23. The Committee shall obtain reports from management, the
Independent Auditor and the senior executive of the Trust
responsible for overseeing the Internal Auditors regarding the
compliance or failure of compliance of the Trust with applicable
legal requirements and the Trust's Code of Business Conduct and
Ethics.
24. The Committee shall establish procedures for:
(a) the receipt, retention and treatment of complaints
received by the Trust regarding accounting, internal
controls or auditing matters; and
(b) the confidential, anonymous submission by employees of the
Trust of concerns regarding questionable accounting,
internal controls or auditing matters.
25. The Committee shall discuss with management and the Independent
Auditor any correspondence with regulators or governmental
agencies and any employee complaints or published reports which
raise material issues regarding the Trust's financial statements
or accounting policies.
26. The Committee shall discuss with the Trust's General Counsel or
other legal counsel designated by the Committee legal matters
that may have a material impact on the financial statements of
the Trust's compliance policies.
General
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27. The Committee shall review and reassess the adequacy of this
Charter annually and recommend any proposed changes to the Board
for approval. The Committee shall annually review its own
performance.
28. The Committee shall have the authority to engage independent
counsel and other advisors, as the Committee members deem
necessary and appropriate to carry out the Committee's duties
under this Charter.
29. The Committee shall meet with management, the Internal Auditors
and the Independent Auditor in separate executive sessions at
least quarterly. The Committee may also, to the extent it deems
necessary or appropriate, meet with the Trust's investment
bankers or financial analysts who follow the Trust. The Committee
shall also have authority to request that any trustee, officer or
employee of the Trust, the Trust's outside counsel or the
Independent Auditor attend any meeting of the Committee.
30. The Committee have such additional authority, duties and
responsibilities as may be granted or assigned to the Committee
by the Board from time to time.
Limitation of Committee's Role
While the Committee has the responsibilities and powers set forth
in this Charter, it is not the duty of the Committee to (i) plan or conduct
audits, (ii) determine that the Trust's financial statements and disclosures are
complete and accurate or are in accordance with GAAP or applicable rules and
regulations or (iii) monitor and control risk assessment and management. These
are the responsibilities of management and the Independent Auditor.
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