Finance, Risk Management and Audit Committee
Purpose
The Finance, Risk Management and Audit Committee (the “Committee”) has been appointed by the Board of Directors (the “Board”) of Insperity, Inc. (the “Company”) to assist the Board in fulfilling its responsibility to oversee the financial affairs, risk management, accounting and financial reporting processes and audits of financial statements of the Company by reviewing and monitoring (i) the financial affairs of the Company, (ii) the integrity of the Company’s financial statements, (iii) the Company’s compliance with legal and regulatory requirements, (iv) the independent auditor’s (the “external auditors”) qualifications, independence and performance, (v) the performance of the personnel responsible for the Company’s internal audit function (the “internal auditors”), and (vi) the Company’s policies and procedures with respect to risk management, as well as other matters which may come before it as directed by the Board. Pursuant to the Sarbanes-Oxley Act of 2002 and the rules and regulations of the Securities and Exchange Commission (the “SEC”), the Committee shall be directly responsible for the appointment, compensation, retention and oversight of the work of the Company’s external auditors.
The Committee shall have and may exercise all the powers of the Board, except as may be prohibited by law, with respect to all matters encompassed by this Charter, and all the power and authority required under the Sarbanes-Oxley Act of 2002. The Committee shall prepare the report required by the rules of the SEC to be included in the Company’s annual proxy statement.
While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations. The Board and the Committee recognize that the Company’s management is responsible for preparing the Company’s financial statements and the external auditors are responsible for auditing those financial statements. Therefore, the Board and the Committee’s responsibility is one of oversight.
Membership and Meetings
The Committee shall consist of the number of directors fixed from time to time by the Board, but not less than three. The members of the Committee shall be appointed by the Board in its discretion and upon the recommendation of the Nominating and Corporate Governance Committee. The Board intends that the members of the Committee shall meet the independence and experience requirements of the New York Stock Exchange (“NYSE”), Section 10A(m)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations of the SEC. At least one member of the Committee shall be a person who the Board determines is an “audit committee financial expert,” as defined by the rules promulgated by the SEC. Committee members may be removed by a majority vote of the Board in its discretion.
The Committee shall meet as often as its members shall determine to be necessary, or as meetings may be called by the Chair of the Committee, any two members of the Committee or the Chairman of the Board, but in any event shall meet not less frequently than quarterly. In addition, the Committee will make itself available to the external and internal auditors of the Company as requested. The Committee shall meet separately, periodically, with the management, with the internal auditors and with the external auditors. The Committee may invite members of management, other employees of the Company, the Company’s outside counsel, the Company’s external auditor or others to attend meetings with, and furnish pertinent information to, the Committee. The Committee shall also meet in executive session as required. The Board shall appoint one member of the Committee as Chair. The Chair of the Committee shall be responsible for scheduling all meetings of the Committee, determining the agenda for each meeting (following consultation with other members of the Committee and with management), presiding over meetings of the Committee and coordinating reporting to the Board. In the absence of the Chair, the majority of the members of the Committee present at a meeting shall appoint a member to preside at the meeting. A majority of the Committee members will constitute a quorum for the transaction of business by the Committee and the vote of a majority of the members of the Committee so voting will constitute an act of the Committee.
Authority and Responsibilities
The Committee is empowered to investigate any matter relating to the financial affairs and risk management of the Company brought to its attention, and shall have full access to all books, records, facilities and personnel of the Company. The Committee shall have the authority to retain and obtain advice and assistance from independent counsel, accounting and other advisors without seeking Board approval. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the external auditor for the purpose of rendering or issuing an audit report or performing other audit, review or attest services for the Company and to any advisors or consultants employed by the Committee and for ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.
The Committee has the sole responsibility and authority to select (subject to stockholder ratification), retain, evaluate and, where appropriate, terminate and replace the Company’s external auditors. Prior to the initial engagement of any public accounting firm as the Company’s external auditors, the Committee shall obtain and review a written report from such public accounting firm regarding all relationships between such firm or its affiliates (as defined by the Public Company Accounting Oversight Board (“PCAOB”)) and the Company or persons in a financial reporting oversight role, including all matters set forth in PCAOB Rule 3526. The Committee shall discuss such report and the potential effects of such relationships with such public accounting firm before their initial engagement. The substance of such discussions shall be documented in writing.
The Committee shall preapprove all audit, review or attest engagements and permissible non-audit services, including the fees and terms thereof, to be performed by the external auditors, subject to, and in compliance with, the de minimis exception for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act and the applicable rules and regulations of the SEC. The Committee shall be directly responsible for the compensation and oversight of the work of the external auditor (including resolution of disagreements between management and the external auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services. The external auditor shall report directly to the Committee.
The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant preapprovals of audit and permitted non-audit services. The Committee also may delegate such preapproval authority to any of its members. Any decisions of such subcommittees or members to grant preapprovals shall be presented to the full Committee at its next scheduled meeting.
In addition to the foregoing, the Committee shall:
Oversight of the External Auditors
1. Review and discuss with the external auditor the planning and staffing of the annual audit and any other services provided by the Company’s external auditors, and approve the terms of and any fees related to the audit and such other services.
2. Review and evaluate the lead partner of the external auditors.
3. At least annually, obtain and review a written report by the external auditors describing (i) the external auditors’ internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the external auditor, 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 any such issues, and (iii) all relationships, if any, between the external auditor or its affiliates and the Company, its affiliates or persons in financial reporting oversight roles of the Company that reasonably might be thought to bear on the external auditor’s independence as required by the applicable requirements of the PCAOB Rule 3526. Such written report shall also affirm that, as of the date of the written report, the external auditors are independent in compliance with Rule 3526. Discuss with the external auditors matters that could affect the independence of such auditors, including those relationships described in the external auditors’ annual written report, which discussions shall be documented in writing. Evaluate the external auditors’ qualifications, performance and independence, including considering whether the external auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the external auditor’s independence. In making this evaluation, the Committee shall take into account the opinions of management and the internal auditor. The Committee shall present its conclusions with respect to the external auditors to the full Board.
4. Assure the regular rotation of the audit partners as required by law. Consider, whether in order to assure continuing auditor independence, there should be regular rotation of the audit firm itself.
5. Establish hiring policies for the Company’s employment of the external auditors’ employees or former employees.
Selection and Oversight of the Internal Auditors
6. Discuss and approve the appointment and replacement of the internal auditors.
7. Review and discuss with the internal auditors significant reports that the internal auditors prepare for management as well as management’s responses to those reports
8. Discuss with management and the external auditors the responsibilities, budget, staffing and qualifications of the internal auditors and any recommended changes in the planned scope of the internal audit. The internal audit function (which may be outsourced to a third-party service provider other than the external auditor) is intended to provide management and the Committee with ongoing assessments of the Company’s risk management processes and system of internal control over financial reporting.
Financial Statements, Disclosure and Compliance Matters
9. Prior to the filing of the Company’s quarterly reports on Form 10-Q and annual report on Form 10-K, review and discuss with the external auditors and management the annual audited financial statements and quarterly financial statements (in each case, including the related notes), as applicable, disclosures made in management’s discussion and analysis of financial condition and results of operations, the results of any annual audit or interim financial review and any report or opinion rendered in connection therewith, as the case may be. Recommend to the Board whether the audited financial statements and accompanying notes should be included in the Company’s annual report on Form 10-K.
10. Prepare and approve the audit committee report as required by the SEC to be included in the Company’s proxy statement for its annual meeting of stockholders (or in the Company’s annual report on Form 10-K if required to be included therein).
11. Review and consider with the external auditors and management the matters required to be communicated by the external auditors pursuant to Statement on Auditing Standards No. 114 and other required communications relating to the conduct of the audit, including any problems or difficulties the external auditors encountered in the course of audit work and management’s response, any formal consultation between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement, any restrictions on the scope of the auditors’ activities or access to requested information, any significant disagreements with management, whether satisfactorily resolved or not, and whether the audit team has any knowledge of any illegal acts required to be reported under Section 10A(b) of the Exchange Act.
12. Review and discuss quarterly reports from the external auditors concerning (i) all critical accounting policies and practices to be used; (ii) all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the external auditors; and (iii) any material written communications between the external auditors and management such as any management letter provided by the external auditors and management’s response to that letter, any management representation letter, any reports on observations and recommendations on internal control over financial reporting, any schedules of unadjusted audit differences and a listing of adjustments and reclassifications not recorded, if any, and any engagement or independence letters.
13. Review the disclosures that the Company’s chief executive officer and chief financial officer make to the Committee and the external auditors in connection with the certification process for the Company’s annual report on Form 10-K and quarterly reports on Form 10‑Q concerning any significant deficiencies or weaknesses in the design or operation of internal control over financial reporting and any fraud that involves management or other employees who have a significant role in the Company’s internal control over financial reporting.
14. Review and discuss with management any earnings press releases, including the use of any “non-GAAP financial measure” as defined by the rules of the SEC, as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussion may be done generally, covering, for example, the types of information to be disclosed and the type of presentation to be made.
15. Review and discuss with management and the external auditor the effect of regulatory and accounting initiatives as well as off-balance sheet structures on the Company’s financial statements.
16. Meet periodically with management to review and discuss the Company’s major risk exposures and any steps management has taken to monitor and control such exposures, including the Company’s guidelines and policies concerning risk assessment and management.
17. Review and discuss with management and the external auditors (i) major issues regarding accounting principles and financial statement presentations, including significant changes in the selection or application of accounting principles, any major issues concerning the adequacy of the Company’s internal control over financial reporting and any special audit steps adopted in light of material control deficiencies; and (ii) analyses prepared by management and/or the external auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including analyses of the effects of alternative methods of generally accepted accounting principles on the financial statements.
18. Review proposed changes to the Company’s financial and accounting standards and principles and the Company’s policies and procedures with respect to its internal accounting, auditing and control over financial reporting.
19. Assist the Board in its oversight of the Company’s legal and regulatory compliance by advising the Board with respect to the Company’s policies and procedures concerning compliance with the Company’s Code of Business Conduct and Ethics. Obtain reports from management, the internal auditors and the external auditors addressing the Company’s and its subsidiaries’ compliance with the Company’s Code of Business Conduct and Ethics as well as applicable laws and regulations.
20. Review the terms of related party transactions in accordance with the Statement of Policy and Procedures with respect to Related Party Transaction, as may be amended by this Committee, to ensure that any such transactions are in, or are not inconsistent with, the best interests of the Company and its shareholders.
21. Establish procedures for (i) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.
22. Review and discuss with management, including the Company’s General Counsel, the internal auditors and the external auditors any legal matters that may have a material impact on the financial statements or the Company’s compliance policies and any correspondence with regulators or governmental agencies and any published reports that raise material issues regarding the Company’s financial statements or accounting policies.
23. Consult with the Compensation Committee regarding the Company’s major risk exposures and whether the Company’s compensation policies and practices create risks that are reasonably likely to have a material adverse effect on the Company.
24. Review and approve the services provided by independent accounting firms other than the external auditors.
25. Provide a report of Committee activities to the Board at regular intervals and review with the full Board any issues that arise with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s external auditors, or the performance of the internal auditors.
26. Perform such other functions as requested by the Board, or as the Committee deems necessary or appropriate under any applicable law or NYSE rule.
Annual Review of Charter and Performance
At least annually, the Committee shall review and reassess the adequacy of this Charter and the Statement of Policy and Procedures with respect to Related Party Transactions. The Committee shall report the results of the review to the Board and, if necessary, recommend that the Board amend this Charter. The Committee may amend the Statement of Policy and Procedures with respect to Related Party Transactions as necessary. The Committee shall annually review its own performance.
As adopted by the Board of Directors on May 17, 2011.
Pre-Approval Policy for Audit and Non-Audit Services
I. STATEMENT OF PRINCIPLES
The Audit Committee is required to pre-approve the audit and non-audit services performed by the independent auditor in order to assure that the provision of such services does not impair the auditor’s independence. Unless a service proposed to be provided by the independent auditor has been pre-approved by the Audit Committee under its pre-approval policies and procedures, it will require specific pre-approval of the engagement terms by the Audit Committee.
The Audit Committee’s pre-approval policies and procedures contemplate that, each year, detailed categories of specified audit services, audit-related services, tax services and other services, in each case which are recurring or foreseeable, will be pre-approved so that services within those categories may be performed without further specific pre-approval. The term of a pre-approval under such policies and procedures is twelve months from the date of pre-approval of the service category, unless the Audit Committee specifically provides for a different period. Pre-approved service categories must be detailed as to the particular services to be provided (i.e., they shall not consist only of broad categorical approvals such as “tax compliance services”). They must be sufficiently specific so that they do not result in a delegation of the Audit Committee’s pre-approval responsibility to management, and must be sufficiently objective so that no judgments by management are required to determine whether a specific service falls within the scope of what has been pre-approved.
If either management or the independent auditor believes that a proposed service is not within any pre-approved category, or that the determination whether the service is within a pre-approved category is a matter that requires an exercise in judgment, the proposed service should be brought before the Audit Committee or a delegee member or subcommittee and pre-approval obtained before the engagement is begun.
The Audit Committee will receive regular reports informing it of the services being performed pursuant to pre-approval policies and procedures and the status thereof. The Audit Committee may adjust, supplement or revise its policies and procedures for pre-approval of services more frequently than annually as it deems necessary or appropriate.
If fee limitations are incorporated into a pre-approval action, any proposed services exceeding the limitations will require further pre-approval by the Audit Committee.
Pre-approval requirements extend not only to audit and non-audit services performed for the Company, but also those performed for the Company’s subsidiaries.
II. DELEGATION
The Audit Committee may delegate pre-approval authority to one or more of its members, including to a subcommittee of the Audit Committee. The member or members to whom such authority is delegated shall report any pre-approval actions taken by them to the Audit Committee at its next scheduled meeting.
The Audit Committee does not delegate to management any of its responsibilities to pre-approve services performed by the independent auditor.
III. AUDIT SERVICES
The annual audit services engagement terms are subject to the specific pre-approval of the Audit Committee. The Audit Committee will review and pre-approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, Company structure or other matters.
In addition to the annual audit services engagement for the Company’s financial statements approved by the Audit Committee, the Audit Committee may grant categorical approval under its pre-approval policies and procedures for other services which are also deemed audit services for purposes of this policy. These services are those services in addition to the annual audit of the Company’s financial statements the fees for which are considered “audit fees” for purposes of SEC proxy statement disclosure regulations, and include reviews of quarterly financial statements (to the extent such reviews are not covered by the approved audit engagement letter) and other services normally performed by the auditor in connection with statutory or regulatory filings or engagements. Detailed categorical pre-approval of these audit services typically is granted at the same time as the final terms of the audit engagement are approved, and in connection with that pre-approval, the independent auditor will provide detailed back-up documentation concerning the specific services to be provided. Other audit services not pre-approved as part of the audit engagement terms or covered by detailed categorical pre-approvals must be specifically pre-approved by the Audit Committee.
IV. AUDIT-RELATED SERVICES
Audit-related services are assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements other than those classified as audit services as set forth above. The Audit Committee believes that the provision of audit-related services permitted by SEC rules does not impair the independence of the auditor, and, accordingly, typically grants detailed categorical pre-approvals of identified audit-related services. In connection with that pre-approval, the independent auditor will provide detailed back-up documentation concerning the specific services to be provided. All other audit-related services not falling within this pre-approval authority must be specifically pre-approved by the Audit Committee.
V. TAX SERVICES
The Audit Committee believes that, subject to its continuing review of specific services from time to time, the independent auditor can provide to the Company many tax services of the type for which the fees are classified as “tax fees” under the SEC’s proxy statement disclosure rules, such as tax compliance, tax planning and tax advice, to the extent consistent with law and SEC rules, without impairing the auditor’s independence. The Audit Committee’s practice is to grant detailed categorical pre-approval of identified tax services, and in connection with that pre-approval, the independent auditor will provide detailed back-up documentation concerning the specific services to be provided. All tax services involving large and complex transactions or which are otherwise not within the scope of the categorical pre-approvals must be specifically pre-approved by the Audit Committee.
VI. ALL OTHER SERVICES
The Audit Committee may adopt detailed categorical pre-approvals for other specifically identified permissible non-audit services the fees for which are classified as “all other fees” under the SEC’s proxy statement disclosure rules, if and to the extent the Committee believes they are routine and recurring services and would not impair the independence of the auditor. In connection with any such pre-approval, the independent auditor will provide detailed back-up documentation concerning the specific services to be provided. Permissible other services not so pre-approved must be specifically pre-approved by the Audit Committee.
A list of the SEC’s prohibited non-audit services is attached to this policy as Exhibit A. The SEC’s rules and relevant guidance should be consulted to determine the precise definitions of these services and the applicability of exceptions to certain of the prohibitions.
VII. PRE-APPROVAL FEE LEVELS
To the extent the Audit Committee deems it necessary or appropriate, limitations on fee levels may be included in pre-approvals. Any proposed services exceeding limitations on fee levels included in the applicable pre-approval will require further specific pre-approval by the Audit Committee.
VIII. PROCEDURES
Requests or applications to provide services that require separate approval by the Audit Committee will be submitted to the Audit Committee by both the independent auditor and the Chief Accounting Officer, Chief Financial Officer or Controller, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.As adopted by the Board of Directors on November 18, 2003.
Exhibit AProhibited Non-Audit Services (subject to more detailed specification in SEC rules and other relevant guidance)
- Bookkeeping or other services related to the accounting records or financial statements of the audit client
- Financial information systems design and implementation*
- Appraisal or valuation services, fairness opinions or contribution-in-kind reports*
- Actuarial services*
- Internal audit outsourcing services*
- Management functions
- Human resources
- Broker-dealer, investment adviser or investment banking services
- Legal services
- Expert services unrelated to the audit



