Franklin Covey : Audit Committee Checklist

Published: 2025-05-15 17:59:03 ET FC

Published on 05/15/2025 at 17:59

​ Review with Company management and the independent auditor at the completion of the annual audit:

​ The Company's annual financial statements, related footnotes, and the Company's specific disclosures found in "Management's Discussion and Analysis of Financial Condition and Results of Operations".

​ The independent auditor's audit of the financial statements and its report thereon, which must sufficiently detail:

​ The independent auditor's internal quality control procedures;

​ Any material issues raised internally or by any peer review or by any governmental or professional authorities within the last five years regarding one or more audits carried out by the firm or the

independent auditor's quality control procedures and the steps taken to correct any deficiencies; and

​ All relationships between the independent auditor and the Company.

​ Any significant changes required in the independent auditor's audit plan.

​ Any difficulties or disputes with management encountered during the course of the audit and management's response.

​ Any accounting adjustments noted by the independent auditor but deemed immaterial by management.

​ Any communications between the audit team and its national office regarding the Company and the independent auditor's engagement, including any management letter issued by the independent auditor to the Company.

​ Other matters related to the conduct of the audit that are to be communicated to the Committee under generally accepted auditing standards.

​ Review with Company management, the independent auditor, and the internal auditors:

​ Significant findings during the year and management's responses thereto, including an analysis of the effects of alternative GAAP methods on the financial statements.

​ Any significant changes in the Company's selection or application of accounting principles.

​ The adequacy of the Company's internal controls and any steps taken to correct any deficiencies.

​ Any difficulties encountered in the course of their audits, including any restrictions on the scope of their work or access to required information.

​ Any changes required in the planned scope of their audit plan.

​ Consider and review with the independent auditor and the internal auditors:

​ The adequacy of the Company's internal controls, including computerized information system controls and data security.

​ Any related significant findings and recommendations of the independent registered accountants and internal auditors together with management's responses thereto.

​ Confirm the independence of the independent auditor.

​ Provide any reports or other disclosures, including the report required by Item 407(d)(3)(i) of Regulation S-K, for inclusion in the Company's annual proxy statement that details the Committee's review and discussion of matters with management and the independent auditor.

​ Review and update, if necessary, the Audit Committee Responsibilities Checklist at least annually.

​ Review with Company management and the independent auditor at least annually the Company's critical accounting policies.

​ Review with the internal auditors, the independent auditor, and Company management the audit scope and plan, and coordination of audit efforts to assure completeness of coverage, reduction of redundant efforts, the effective use of audit resources, and the use of independent registered accountants other than the appointed auditors of the Company.

​ Confirm each Committee member is financially literate, with at least one member who has financial expertise.

​ Confirm the independence of each Committee member based on NYSE and other applicable rules.

​ Review the Committee's own performance.

​ Meet four times per year or more frequently as circumstances require. (The Committee may require the attendance of the Company's management or others to attend any Committee meeting and to provide requested information).

​ Prepare an agenda for each Committee meeting with input from the Chairperson, Company management, and the independent auditor.

​ Review with Company management and the independent auditor, and, if appropriate, the internal auditors, the quarterly financial statements and related reports including the Company's specific disclosures found in "Management's Discussion and Analysis of Financial Condition and Results of Operations".

​ Review the periodic reports of the Company with management, the internal auditors and the independent auditor prior to filing of the reports with the SEC.

​ In connection with each periodic report of the Company, review:

​ Management's disclosure to the Committee under Section 302 of the Act.

​ The contents of the Chief Executive Officer and the Chief Financial Officer certificates to be filed under Sections 302 and 906 of the Act.

​ Review filings (including interim reporting) with the SEC and other published documents containing the Company's financial statements and confirm the information contained in these documents is consistent with the information contained in the financial statements before it is filed with the SEC or other regulators.

​ The Chairperson shall participate in a telephonic meeting among Company management and the independent auditor prior to earnings releases to review use of "pro forma" or "adjusted" non-GAAP information and the types of information to be disclosed and presentation to be made.

​ Discuss earnings press releases, as well as the types of financial information and earnings guidance that are given to analysts and rating agencies.

Disclaimer

Franklin Covey Company published this content on May 15, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on May 15, 2025 at 21:59 UTC.