By Yolanda Diaz,2014-05-16 06:28
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The Board of Directors (the “Board”) of Farm Credit of Southwest Florida, ACA (the

    “Association”) has created a committee of directors known as the AUDIT COMMITTEE

    (the “Committee”) with its goals and objectives, composition, term of office, and duties

    and responsibilities, as follows:

     a. Goals and Objectives

    The primary goal of the Committee will be to assist the Board in fulfilling its

    fiduciary responsibilities relating to accounting and reporting practices of the

    Association. In addition, the Committee will:

? Oversee and appraise the quality of the audit effort of the Association’s internal audit

    function and those of its independent accountants;

? Maintain, by scheduling regular meetings, open lines of communications among the

    Board, its internal audit function and its independent accountants to exchange views

    and information, as well as confirm their respective authority and responsibilities;

? Serve as an independent and objective party to review the financial information

    presented by management to shareholders, regulators, and the general public; and

? Determine the adequacy of the Association’s administrative, operating, and internal

    accounting controls and evaluate adherence thereto.

    In order to fulfill these goals and objectives, the Committee has full access to

    all books, records, facilities, and personnel of the Association and the power to

    retain outside counsel or other experts considered necessary in discharging its

    oversight role.

     b. Composition

    The Chairman of the Board shall annually confirm the membership of the

    Committee, which will be comprised of at least three and not more than seven

    directors, each of whom will be independent of senior management and

    operating executives of the Association and free from, any relationships which

    might in the opinion of the Board be construed as a conflict of interest. One of

    the members shall be elected chairperson of the Committee by the Board.

     c. Term of Membership

    All members of the Committee shall serve at the discretion of the Chairman of

    the Board.


     d. Duties and Responsibilities

    The Committee will hold at least two regular meetings per year, and such

    additional meetings as the chairperson of the Committee shall require in order

    to meet the following duties:

? Recommend to the full Board the appointment of the independent accountant for the

    coming year and approve the fees and other compensation to be paid to the

    independent accountants;

? On an annual basis, the Committee should obtain and review a formal written

    statement from the independent accountants that discusses all significant

    relationships the accountants have with the Association to determine the accountants’


? Ensure that an audit is conducted in compliance with statutory requirements;

? Review and approve the audit plan of the independent accountants;

? Recommend to the full Board the appointment of the internal auditor for the coming

    year and approve the fees and other compensation to be paid to the internal auditor;

? Review and approve the audit plan of the internal audit function;

    ? Evaluate the effectiveness of both the internal and external audit effort through regular

    meetings with each respective group;

? Determine that no management restrictions are being placed upon either the internal

    or external auditors;

    ? Evaluate the adequacy and effectiveness of the Association’s administration,

    operating, and accounting policies through active communications with operating

    management, internal audit, and the independent accountant;

? Review quarterly accounting and financial reports;

    ? Review all Audit reports submitted to the Association and monitor management’s

    response to them including the annual FCA examination process and the report of

    examination issued by the FCA;

? Require periodic reports from management, the independent accountants and internal

    audit function on any significant proposed regulatory, accounting or reporting issue to

    assess the potential impact upon the Association’s financial reporting process;

? Review and approve all significant accounting changes;


? Review and approve the annual financial statements with operating management and

    the independent accountants;

? Identify and direct any special projects or investigations deemed necessary; and

? Prepare a report to the full Board summarizing the work performed by the Committee

    to fully discharge its duties during the year.

     e. Responsibility for Corrective Action

    The management or head of the division or department audited is responsible

    for seeing that corrective action or recommendations made or deficient

    conditions reported by the internal audit function is either planned or taken.

    If the proper corrective action is not taken within ninety days from the date the

    corrective action was recommended, the internal audit function is responsible

    for presenting both orally and in writing a special report on the matter to the

    President, who will be responsible for taking the appropriate remedial

    measures. Under no circumstances will there be exceptions to this special

    reporting procedure.


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