Greenbrier : Audit Committee

GBX

AUDIT COMMITTEE CHARTER

Appointment

The Audit Committee (the "Committee") of The Greenbrier Companies, Inc. (the "Company") is appointed by and serves at the discretion of the Board of Directors of the Company (the "Board"). The Committee will be composed of three or more non- management directors each of whom meets the requirements of independence under the New York Stock Exchange ("NYSE") listing standards and Securities and Exchange Commission ("SEC") rules. Committee members shall not simultaneously serve on the audit committees of more than two other public companies, unless the Board determines that such simultaneous service would not impair the ability of such director to effectively serve on the Committee. Any such determination must be disclosed in the Company's annual proxy statement, or, if the Company does not file an annual proxy statement, in its annual report on Form 10-K. The chairperson of the Committee shall be designated by the Board, provided that if the Board does not so designate a chairperson, the members of the Committee, by a majority vote, may designate a chairperson. Any vacancy on the Committee shall be filled by majority vote of the Board. No member of the Committee shall be removed except by majority vote of the Board. All Committee members will be financially literate and have a basic understanding of financial controls and reporting, and at least one Committee member will qualify as an audit committee financial expert as defined by the SEC. To help meet these requirements, the Committee will provide its members with annual continuing education opportunities in financial reporting and other areas relevant to the Committee.

Purpose and Responsibilities

The Committee is designed to assist the Board in its oversight of (a) the integrity of the Company's financial statements, (b) the Company's compliance with legal and regulatory requirements, (c) the independent auditors' qualifications and independence, and (d) the performance of the Company's independent auditors and internal audit function. In carrying out its duties and responsibilities, the Committee's policies and procedures should remain flexible, so that it may be in a position to best address, react or respond to changing circumstances or conditions. The following duties and responsibilities of the Committee are within the authority of the Committee and the Committee shall, consistent with and subject to applicable law and rules and regulations promulgated by the SEC, the NYSE, or any other applicable regulatory authority:

Financial Statement Integrity

1. Periodically review:

Audit Committee Charter

Legal and Regulatory Compliance

Audit Committee Charter

Audit Committee Charter

Independent Auditors

Audit Committee Charter

Internal Audit and Controls

Audit Committee Charter

quarterly and annual reports filed with the SEC of (i) any significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize, and report financial data, and (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls.

Management and the Company's independent auditors bear primary responsibility for planning and conducting audits. Management is responsible for determining that the Company's financial statements and disclosures are complete and accurate and are in accordance with GAAP and applicable rules and regulations. The independent auditors are responsible for planning and performing the audit, with an attitude of professional skepticism, to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.

Audit Committee Charter

Committee Authority

The Committee has authority to engage outside advisors (including independent counsel) as it deems appropriate. The Committee also has authority to approve the fees or other retention terms of such advisors, including for the Company's independent auditors. The Company will provide the resources and assistance necessary for the Committee to discharge its responsibilities, including appropriate funding, as determined by the Committee, for payment of compensation to any advisor engaged by the Committee and for payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee may delegate to its Chair or to one or more of its members the responsibility for performing routine functions such as, for example, review of press releases announcing results of operations.

Meetings

The Committee will meet on a regular basis but in no event less than on a quarterly basis. Special meetings may be called by the Chair of the Committee. The Committee shall meet periodically in separate executive sessions with management (including the Chief Financial Officer and Chief Accounting Officer, as necessary), the internal auditors and the independent auditor, and have such other direct and independent interaction with such persons from time to time as the members of the Committee deem appropriate. A majority of the members of the Committee will constitute a quorum. Concurrence of a majority of the quorum (or, in case of a quorum at the time consists of two members of the Committee, both members present) will be required to take formal action of the Committee. Written minutes will be kept for all formal meetings of the Committee. As permitted by the Oregon Business Corporation Act, the Committee may act by unanimous written consent, and may conduct meetings via conference telephone or similar communication equipment. Members of the Committee may also meet informally with officers or employees of the Company and its subsidiaries and with the Company's independent auditors, and may conduct informal inquiries and studies without the necessity of formal meetings.

Charter last amended by the Board in January 2025.

Charter last reviewed by the Audit Committee in January 2025.

Audit Committee Charter

Disclaimer

The Greenbrier Companies Inc. published this content on January 08, 2025, and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on January 10, 2025 at 00:19:04.929.