SPE Audit Committee

Committee Title
Audit Committee of the Board of Directors of the Society of Petroleum Engineers.

Committee Purpose
The purpose of the Audit Committee is to assist the Board of Directors in fulfilling its independent oversight responsibilities for the financial reporting process, the system of internal control, the internal and external audit and risk management processes, and the company's process for monitoring compliance with laws, regulations and sanctions. The Audit Committee is a standing committee of the Board of Directors.

Authority
Areas that the committee will review and study before recommending action to the Board:

• Appoint, compensate, and oversee the work of any registered public accounting firm employed by SPE.
• Review and approve issuance of external auditor assessment of the annual financial statements.
• Review external audit reports, including management responses and plans to address the resulting recommendations and, if necessary, make recommendations to the board.
• Review internal audit reports, including management responses and plans to address the resulting recommendations and, if necessary, make recommendations to the board.,

Areas that the Audit Committee is empowered to act on and report progress and results to the SPE Board include:

• Oversee the work of and ensure the independence of the internal auditor(s).
• Resolve any disagreements between SPE management and the internal or external auditors regarding financial reporting.
• Retain independent accountants, or others, and work with SPE’s Compliance Officer to advise the committee or assist in the conduct of its activities.  
• Seek any, and all, information it requires from employees.
• Meet with internal auditors, company officers, external auditors, general or outside counsel, as necessary.
• Ensure that management clearly communicates to all employees regarding the purpose of the internal compliance audits, SPE’s whistleblower policy, and the ability/expectations for employees to confidentially contact the SPE Compliance Officer and/or internal auditor directly regarding any perceived compliance issues.

Meetings
The committee will meet at least three times per year, with authority to convene additional meetings as circumstances require. All committee members are expected to attend each meeting, in person or via tele- or video-conference. The committee will invite members of management, auditors or others to attend meetings and provide pertinent information, as necessary. It will hold private meetings with internal and external auditors and, if necessary, executive sessions.  Meeting agendas will be prepared and provided in advance to members, along with appropriate briefing materials. Minutes will be prepared.  In the event a committee member is absent for successive meetings, the Audit Committee Chairperson may request that the SPE President replace that committee member.  The Audit Committee and internal auditor(s) shall meet by conference call in advance of or in-person at each scheduled meeting of the Board of Directors.

Responsibilities
The committee’s principal responsibilities are to see that appropriate accounting policies and internal controls are established and followed, and that the organization issues financial statements and reports on time and in accordance with its regulatory obligations.  The committee will carry out the following specific responsibilities:

Ensure there are no unjustified restrictions or limitations, and review and concur in the appointment, replacement, or dismissal of the internal audit manager.