By Ricardo Willis,2014-05-17 01:20
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The following shall constitute the Audit Committee Charter (the “Charter”) of the Board of Directors of Markel

    Corporation (“the Corporation”):


There shall be constituted a standing committee of the Board of Directors of the Corporation (the Board”) to be

    known as the Audit Committee (the “Committee”).


The Committee will be comprised of three or more directors as determined by the Board, each of whom must be

    “independent” under the rules of the New York Stock Exchange, Inc. and Rule 10A-3 under the Securities

    Exchange Act of 1934. Each member shall also be “financially literate,” and at least one member of the Audit Committee must have “accounting or related financial management expertise,” as such qualifications are

    interpreted by the Board of Directors in its business judgment. If the Board has determined that a member of the

    Audit Committee is an audit committee financial expert,” as defined by the rules of the Securities and Exchange Commission (“SEC”), it may presume that such member has accounting or related financial management


No director may serve as a member of the Committee if such director serves on the audit committees of more

    than two other public companies unless the Board of Directors determines that such simultaneous service would

    not impair the ability of such director to effectively serve on the Committee, and discloses this determination in

    the Corporation’s annual proxy statement.

The members of the Committee shall be appointed by the Board at the Board’s annual meeting and may be

    removed by the Board. The members of the Committee shall serve for one year or until their successors are duly

    elected and qualified. The Chairman of the Committee shall be elected by the full Board, but in his or her

    absence, the remaining members of the Committee may designate by majority vote a member to serve as acting



The purpose of the Committee is to assist the Board in fulfilling its oversight responsibilities with respect to (i)

    the integrity of the Corporation’s financial statements; (ii) the Corporation’s compliance with legal and regulatory requirements; (iii) the independent auditor’s qualifications and independence; and (iv) the performance of the independent auditors and the performance of the Corporation’s internal audit function. In

    addition, the Committee provides an avenue for communication between internal audit, the independent auditors,

    financial management and the Board. The Committee should have a clear understanding with the independent

    auditors that they must maintain an open and transparent relationship with the Committee, and that the ultimate

    accountability of the independent auditors is to the Committee and the Board as representatives of the

    shareholders. The Committee will make regular reports to the Board concerning its activities.


While the Committee has the responsibilities and powers set forth in this charter, it is not the duty of the

    Committee to determine whether the Corporation’s financial statements are complete and accurate and are in accordance with generally accepted accounting principles or to plan or conduct audits. This is the responsibility

    of management and the independent auditor. The Committee shall be entitled to rely on the integrity of the

    individuals and the organizations within and outside the Corporation from whom it receives information and the

    accuracy of the information provided to them by such individuals and organizations absent actual knowledge to

the contrary. The Committee does not, and is not expected to, provide any expert or special assurance as to the

    Corporation’s financial statements or as to the independent auditors’ work.


The Committee shall have the authority to investigate any matter or activity involving financial accounting and

    financial reporting, as well as the internal controls of the Corporation. In that regard, the Committee will have

    the authority to take the steps it deems necessary to direct employees of the Corporation to internally investigate

    the matter or approve the retention of external professionals to render advice and counsel in such matters. All

    employees will be directed to cooperate with requests made by members of the Committee.

The Corporation will provide for adequate funding, as determined by the Committee, for payment of (i)

    compensation of the independent auditor for the purpose of preparing or issuing an audit report or performing

    other audit, review or attest services for the Corporation, (ii) compensation of any advisors employed by the

    Committee as necessary to carry out its duties, and (iii) ordinary administrative expenses of the Committee that

    are necessary or appropriate in carrying out its duties.


The Committee is to meet at least four times annually and as many additional times as the Committee deems

    necessary. Content of the agenda for each meeting should be cleared by the Committee Chair. The Committee

    is to meet in separate executive sessions periodically with the chief financial officer, independent auditors and

    internal audit.


The duties of the Committee are as follows:

1. Review and reassess the adequacy of this charter annually and recommend any proposed changes to the

    Board for approval.

2. Conduct a review annually of the Committee’s performance and report thereon to the Board.

3. Be directly responsible for the appointment (subject to shareholder ratification), compensation, retention and

    oversight of the work of the independent auditors (including resolution of any disagreements between

    management and the independent auditors regarding financial reporting).

4. Pre-approve all auditing services and permitted non-audit services to be performed by the independent

    auditor. The Committee may delegate authority for pre-approval to one or more members provided any

    decision to grant pre-approval is presented to the full Committee at its next scheduled meeting.

5. Establish hiring policies for employees or former employees of the independent auditors.

6. Review with the Corporation’s management, internal audit and independent auditors the Corporation’s

    accounting and financial reporting controls, including any major issues as to the adequacy of the

    Corporation’s internal controls and any special audit steps adopted in light of material control deficiencies.

7. Review with the Corporation’s management, internal audit and independent auditors (i) major issues

    regarding accounting principles and financial statement presentation, including any significant changes in the

    Corporation’s selection or application of accounting principles, (ii) analyses prepared by management and/or

    the independent auditors setting forth significant financial reporting issues and judgments made in

    connection with the preparation of the Corporation’s financial statements, and (iii) the effect of regulatory

    initiatives, as well as off-balance sheet structures, on the financial statements. Discuss with the independent


    auditors their judgments about the quality, not just the acceptability, of the Corporation’s accounting

    principles used in financial reporting.

    8. Review the scope of internal audit’s work plan for the year and receive a summary report of major findings

    by internal auditors and how management is addressing the conditions reported.

9. Review the scope and general extent of the independent auditors’ annual audit. The Committee’s review

    should include an explanation from the independent auditors of the factors considered by the auditors in

    determining the audit scope, including the major risk factors. The independent auditors should confirm to the

    Committee that no limitations have been placed on the scope or nature of their audit procedures.

    10. Inquire as to the independence of the independent auditors and obtain from the independent auditors, at least

    annually, a formal written statement delineating all relationships between the independent auditors and the

    Corporation in accordance with applicable requirements of the Public Company Accounting Oversight Board.

    11. Obtain from the independent auditors, at least annually, a report describing: (i) the firm’s internal quality

    control procedures; (ii) any material issues raised by the most recent internal quality control review, or peer

    review, of the firm 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 firm and any steps taken

    to deal with such issues; and (iii) (to assess the auditor’s independence) all relationships between the

    independent auditor and the Corporation.

    12. At the completion of the annual audit, review with management, internal audit and the independent auditors

    the following:

    ? results of the audit of the financial statements and the related report thereon and, if applicable, a report

    on changes during the year in accounting principles and their application.

    ? significant changes to the audit plan, if any, and any serious disputes or difficulties with management

    encountered during the audit. Inquire about the cooperation received by the independent auditors during

    their audit, including access to all requested records, data and information. Inquire of the independent

    auditors whether there have been any disagreements with management, which, if not satisfactorily

    resolved, would have caused them to issue a nonstandard report on the Corporation’s financial


    ? Other communications as required to be communicated by the independent auditors by Statement of

    Auditing Standards (SAS) 61, as amended, relating to the conduct of the audit.

13. Receive reports from management concerning interim financial information, and the nature and extent of

    internal and external audit involvement in reviewing that information.

14. Have a predetermined arrangement with the independent auditors that they will advise the Committee

    through its Chair of any matters that need to be communicated in accordance with SAS 61. Such notification

    is to be made prior to the related press release or, if not practicable, prior to filing Form 10-Q.

15. Discuss with the independent auditors the responsibilities, budget, staffing and quality of the Corporation’s

    financial, accounting and internal audit personnel.

16. Review with management, internal audit and the independent auditors the methods used to establish and

    monitor the Corporation’s policies with respect to unethical or illegal activities by employees that may have

    a material impact on the financial statements.


17. Discuss with management any significant legal, compliance or regulatory matters that may have a material

    effect on the financial statements or the Corporation’s business, financial statements or compliance policies,

    including material notices to or inquiries received from governmental agencies.

18. Discuss with management the type and presentation of information to be included in earnings press releases

    as well as financial information and earnings guidance, if any, provided to analysts and rating agencies.

19. Discuss with management the Corporation’s policies with respect to risk assessment and risk management.

20. Discuss the Corporation’s annual audited financial statements and quarterly financial statements with

    management and the independent auditor, including the Corporation’s disclosures under “Management’s

    Discussion and Analysis of Financial Condition and Results of Operations.”

21. Based on review and discussions with management and independent auditors, including but not limited to,

    receipt and discussion of items mentioned above, recommend to the Board of Directors that the audited

    financial statements be included in the Corporation's Annual Report on Form 10-K and approve the report

    required under SEC rules to be included in the Corporation’s annual proxy statement.

22. Review the appointment and replacement of the senior internal audit executive.

23. Establish procedures for the receipt, retention and treatment of complaints received by the Corporation

    regarding accounting, internal accounting controls and the confidential anonymous submission by employees

    of concerns regarding accounting or auditing matters.


This Charter may be amended or altered at any meeting of the Board of Directors by affirmative vote of a

    majority of the number of Directors fixed by the Bylaws.

Amended and Restated February 23, 2009.


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