Audit Committee Charter

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AUDIT COMMITTEE CHARTER
This Audit Committee Charter was adopted by the Members of the Onondaga County
Industrial Development Agency, a public benefit corporation established under the laws
of the State of New York, on the 10th day of January 2008.
Purpose
Pursuant to Article VI, Section 2 of the Agency’s bylaws, the purpose of the audit
committee shall be to (1) assure that the Agency’s Members fulfill their responsibilities
for the Agency’s internal and external audit process, the financial reporting process and
the system of risk assessment and internal controls over financial reporting; and (2)
provide an avenue of communication between management, the independent auditors,
and the Members.
Powers of the Audit Committee
It shall be the responsibility of the Audit Committee to:
 Appoint, compensate, and oversee the work of any public accounting firm employed
   by the Agency.
 Conduct or authorize investigations into any matters within its scope of
   responsibility.
 Seek any information it requires from Agency employees, all of whom should be
   directed by the Members to cooperate with committee requests.
 Meet with Agency staff, independent auditors or outside counsel, as necessary.
 Retain, at the Agency’s expense, such outside counsel, experts and other advisors, as
   the Audit Committee may deem appropriate.
Composition of Committee and Selection of Members

The Audit Committee is established as set forth in and pursuant to Article VI, Section 2
of the Agency’s bylaws. The Audit Committee shall be comprised of independent
members. The Agency’s Chairman will appoint the Audit Committee members and the
Audit Committee Chair.
Audit Committee members shall be prohibited from being an employee of the Agency
or an immediate family member of an employee of the Agency. In addition, Audit
Committee members shall not engage in any private business transactions with the
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Agency or receive compensation from any private entity that has material business
relationships with the Agency, or be an immediate family member of an individual that
engages in private business transactions with the Agency or receives compensation from
an entity that has material business relationships with the Agency.
The Audit Committee shall have access to the services of at least one financial expert.
The Audit Committee’s financial expert should have 1) an understanding of generally
accepted accounting principles and financial statements; 2) experience in preparing or
auditing financial statements of comparable entities; 3) experience in applying such
principles in connection with the accounting for estimates, accruals and reserves; 4)
experience with internal accounting controls and, 5) an understanding of Audit
Committee functions.
Meetings

The Audit Committee will meet a minimum of twice a year, with the expectation that
additional meetings may be required to adequately fulfill all the obligations and duties
outlined in the charter.
Members of the Audit Committee are expected to attend each committee meeting, in
person or via telephone or videoconference. The Audit Committee may invite other
individuals, such as members of management, auditors or other technical experts to
attend meetings and provide pertinent information, as necessary.
The Audit Committee will meet with the Agency’s independent auditor at least annually
to discuss the financial statements of the Agency.
Meeting agendas will be prepared for every meeting and provided to the Audit
Committee members along with briefing materials before the scheduled Audit
Committee meeting. The Audit Committee will act only on the affirmative vote of a
majority of the members at a meeting or by the consent of a majority of the members.
Minutes of these meetings will be recorded.
Responsibilities
The Audit Committee shall have responsibilities related to: (a) the independent auditor
and annual financial statements; (b) oversight of managementʹs internal controls,
compliance and risk assessment practices; (c) special investigations and whistleblower
policies; and (d) miscellaneous issues related to the financial practices of the Agency.
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A. Independent Auditors and Financial Statements
The Audit Committee shall:
 Appoint, compensate and oversee independent auditors retained by the Agency and
   pre‐approve all audit services provided by the independent auditor.
 Establish procedures for the engagement of the independent auditor to provide
   permitted audit services. The Agency’s independent auditor shall be prohibited from
   providing non‐audit services unless having received previous written approval from
   the Audit Committee. Non‐audit services include tasks that directly support the
   Agency’s operations, such as bookkeeping or other services related to the accounting
   records or financial statements of the Agency, financial information systems design
   and implementation, appraisal or valuation services, actuarial services, investment
   banking services, and other tasks that may involve performing management
   functions or making management decisions.
 Review and approve the Agency’s audited financial statements, associated
   management letter, report on internal controls and all other auditor
   communications.
 Review significant accounting and reporting issues, including complex or unusual
   transactions and management decisions, and recent professional and regulatory
   pronouncements, and understand their impact on the financial statements.

 Meet with the independent audit firm on a regular basis to discuss any significant
   issues that may have surfaced during the course of the audit.
 Review and discuss any significant risks reported in the independent audit findings
   and recommendations and assess the responsiveness and timeliness of
   management’s follow‐up activities pertaining to the same.
B. Internal Controls, Compliance and Risk Assessment
The Audit Committee shall:
 Review management’s assessment of the effectiveness of the Agency’s internal
   controls and review the report on internal controls by the independent auditor as a
   part of the financial audit engagement.
C. Special Investigations
The Audit Committee shall:
 Ensure that the Agency has an appropriate confidential mechanism for individuals
   to report suspected fraudulent activities, allegations of corruption, fraud, criminal
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   activity, conflicts of interest or abuse by the members, officers, or employees of the
   Agency or any persons having business dealings with the Agency or breaches of
   internal control.
 Develop procedures for the receipt, retention, investigation and/or referral of
   complaints concerning accounting, internal controls and auditing to the appropriate
   body.

 Request and oversee special investigations as needed and/or refer specific issues to
   the appropriate body for further investigation (for example, issues may be referred
   to the State Inspector General or, other investigatory organization.)
 Review all reports delivered to it by the Inspector General and serve as a point of
   contact with the Inspector General.
E. Other Responsibilities of the Audit Committee
The Audit Committee shall:
 Present annually to the Agency’s members a written report of how it has discharged
   its duties and met its responsibilities as outlined in the charter.
 Obtain any information and training needed to enhance the Committee members’
   understanding of the role of the independent auditor, the risk management process,
   internal controls and a certain level of familiarity in financial reporting standards
   and processes.
 Review the Committee’s charter annually, reassess its adequacy, and recommend
   any proposed changes to the Members of the Agency. The Audit Committee charter
   will be updated as applicable laws, regulations, accounting and auditing standards
   change.
 Conduct an annual self‐evaluation of its performance, including its effectiveness and
   compliance with the charter and request member approval for proposed changes.
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