Audit Committee Charter
Appendix A
Unisys Corporation
Audit Committee Charter
Originally Adopted by the Board of Directors
April 27, 2000
Purpose
The Audit Committee shall assist the Board of Directors in its oversight of (1) the integrity of the Corporation's financial statements and its financial reporting and disclosure practices, (2) the soundness of the Corporation's systems of internal controls regarding finance and accounting compliance, (3) the independence and performance of the Corporation's internal audit staff and its independent auditors, and (4) the soundness of the Corporation's ethical and environmental compliance programs.
The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it shall have direct access to the independent auditors as well as anyone in the Corporation. The Board and the Audit Committee are to represent the Corporation's stockholders. Accordingly, the independent auditors are accountable to the Board and the Audit Committee.
Membership
The Audit Committee shall consist of at least three Directors. The members of the Audit Committee shall meet the independence and experience requirements of the New York Stock Exchange. The members of the Audit Committee shall be appointed at least annually by the Board, with one of the members appointed as Committee Chair.
Meetings and Reports
The Audit Committee shall meet at least four times annually, or more frequently as circumstances dictate. The Audit Committee is to meet in separate executive sessions with the Corporation's Chief Financial Officer, its independent auditors and its internal auditor at least once each year and at other times when considered appropriate. The Audit Committee shall provide regular reports to the Board.
Responsibilities and Process
In performing its oversight responsibilities, the Audit Committee shall:
- Review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.
- Make recommendations to the Board regarding the appointment or termination of the independent auditors. The Audit Committee and the Board have the ultimate authority and responsibility to select, evaluate and, where appropriate, replace the independent auditors.
- Review the scope of the independent auditors' audit examination and the related fees.
- Review the independent audit results, including any material comments and recommendations on internal controls or accounting matters by the Corporation's independent auditors and the Corporation's responses thereto.
- Review the scope and effectiveness of internal auditing activities.
- Establish regular reporting to the Audit Committee by the independent auditors and the internal auditors regarding any significant difficulties encountered during the course of their review or audit, including any restrictions on the scope of work or access to required information.
- Review with management, the internal auditors and the independent auditors the adequacy and effectiveness of the Corporation's accounting and financial controls and the integrity of its financial reporting processes.
- Review interim financial statements with management and the independent auditors prior to the filing of the Corporation's quarterly report on Form 10-Q, including a discussion with the independent auditors of the matters required to be discussed by Statement of Auditing Standards No. 61 ("SAS No. 61''), as amended. This review may be conducted by the Chair of the Committee, or in his or her absence, any other Committee member.
- Review with management and the independent auditors the Corporation's annual financial statements prior to the filing of the Corporation's annual report on Form 10-K, including a discussion with the independent auditors of the matters required to be discussed by SAS No. 61, as amended.
- Establish regular reporting to the Audit Committee by management regarding significant judgments made in management's preparation of the financial statements.
- Review and approve, in advance, significant non-audit services to be performed by the independent auditors and the related fees.
- Oversee the independence of the independent auditors by (1) receiving from the independent auditors, at least annually, a formal written statement delineating all relationships between the independent auditors and the Corporation, (2) discussing with the independent auditors any disclosed relationships or services that may impact the objectivity and independence of the independent auditors, and (3) recommending that the Board take appropriate action to satisfy itself of the independence of the independent auditors.
- Annually review the Corporation's compliance program for its Code of Ethical Conduct and the results of internal audit's review of the expense accounts of the Corporation's elected officers.
- Annually review the status of the Corporation's environmental compliance program.
- Review, with the Corporation's general counsel, any legal matter that could have a significant impact on the Corporation's financial statements.
The Audit Committee's role is one of oversight. Management is responsible for preparing the Corporation's financial statements, and the independent auditors are responsible for auditing those financial statements. Management is responsible for the fair presentation of the information set forth in the financial statements in conformity with generally accepted accounting principles ("GAAP''). The independent auditors' responsibility is to provide its opinion, based on their audits, that the financial statements fairly present, in all material respects, the financial position, results of operations and cash flows of the Corporation in conformity with GAAP. However, it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Corporation's financial statements are in conformity with GAAP. Further, it is not the duty of the Audit Committee to conduct investigations, to resolve disagreements, if any, between management and the independent auditors, or to assure compliance with applicable laws and regulations, the Corporation's Code of Ethical Conduct or its environmental compliance program.
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