PagerDuty : Audit Committee Charter (Audit Committee Charter b22715)
PD
Published on 07/08/2025 at 14:51
(Last amended June 3, 2025)
The purpose of the Audit Committee (the "Audit Committee") of the Board of Directors (the "Board") of PagerDuty, Inc., a Delaware corporation (the "Company"), is to assist the Board in overseeing:
the Company's accounting and financial reporting processes and internal controls as well as the audit and integrity of the Company's financial statements;
the qualifications, independence and performance of the Company's independent
auditor;
the design, implementation, and performance of the Company's internal audit
function;
the Company's compliance with applicable law (including U.S. federal securities laws
and other legal and regulatory requirements); and
risk assessment and risk management pertaining to the financial, accounting, and tax, privacy and cybersecurity and information technology matters of the Company.
Qualifications. Members of the Audit Committee must meet the following criteria as well as any additional criteria required by applicable law, the rules and regulations of the Securities and Exchange Commission (the "SEC"), the listing standards of the securities exchange on which the Company's securities are listed (the "Exchange") or such other qualifications as are established by the Board from time to time:
Each member of the Audit Committee must be an independent director in accordance with (i) the listing standards of the Exchange and (ii) Rule 10A-3 of the Securities Exchange Act of 1934, as amended.
Each member of the Audit Committee must be financially literate, as determined by the Board in accordance with applicable rules and regulations of the Exchange. At least one member of the Audit Committee must have accounting or related financial management expertise, as determined by the Board.
At least one member of the Audit Committee shall be an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K. A person who satisfies this definition of audit committee financial expert may be the same person with the accounting or related financial management expertise.
No member of the Audit Committee shall simultaneously serve on the audit committees of more than two (2) other public companies, unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and the Company discloses such determination in its annual proxy statement.
The following are the principal recurring responsibilities of the Audit Committee. The Audit Committee may perform such other functions as are consistent with its purpose and applicable law, rules and regulations and as the Board may request.
oversee and evaluate the work of (i) the independent auditor and (ii) any other registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, which evaluation shall include a review and evaluation of the lead partner of the independent auditor. The Audit Committee shall review, in consultation with the independent auditor, the annual audit plan and scope of audit activities and monitor such plan's progress;
review and resolve any disagreements that may arise between management and the independent auditor regarding internal controls or financial reporting; and
at least annually, obtain and review a report by the independent auditor that describes
(i) the independent auditor's internal quality control procedures and (ii) any material issues raised by the most recent internal quality-control review, peer review or Public Company Accounting Oversight Board (the "PCAOB") review of the independent auditor or by any other inquiry or investigation by governmental or professional authorities, within the preceding five years (or such other period as may be requested by the Audit Committee), regarding any independent audit performed by the independent auditor, and any steps taken to deal with any such issues.
review and discuss with the independent auditor the written independence disclosure required by the applicable requirements of the PCAOB;
review and discuss with the independent auditor on a periodic basis any other relationships or services (including permissible non-audit services) that may affect its objectivity and independence;
oversee the rotation of the independent auditor's lead audit and concurring partners and the rotation of other audit partners, with applicable time-out periods, in accordance with applicable law; and
take, or recommend to the Board that it take, appropriate action to oversee the
independence of the Company's independent auditor.
the scope and timing of the annual audit of the Company's financial statements;
the Company's annual audited and quarterly financial statements and annual and quarterly reports on Form 10-K and 10-Q, including the disclosures in "Management's Discussion and Analysis of Financial Condition and Results of Operations";
the results of the independent audit and the quarterly reviews, and the independent
auditor's opinion on the annual financial statements;
the applicable reports and certifications regarding internal control over financial reporting and disclosure controls and procedures;
major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company's selection or application of accounting principles;
analyses prepared by management or the independent auditor setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements;
the effect of regulatory and accounting initiatives on the Company's financial
statements;
any significant changes required or taken in the audit plan as a result of any material control deficiency;
any problems or difficulties the independent auditor encountered in the course of its audit work, including any restrictions on the scope of the auditor's activities or on access to requested information, any accounting adjustments that were noted or proposed by the independent auditor but were "passed" (as immaterial or otherwise), any communications between the audit team and the independent auditor's national office with respect to auditing or accounting issues presented by the engagement, and any "management" or "internal control" letter issued, or proposed to be issued, by the audit firm to the listed company, and management's response; and
any significant disagreements between management and the independent auditor.
all critical accounting policies and practices to be used by the Company;
all alternative treatments of financial information within generally accepted accounting principles ("GAAP") that the auditor has discussed with management, ramifications of the use of these alternative disclosures and treatments, and the treatment preferred by the independent auditor if different from that used by management;
other material written communications between the independent auditor and management, such as any management letter or schedule of unadjusted differences; and
other matters required to be communicated to the Audit Committee under generally accepted auditing standards and other legal or regulatory requirements, including any matters required to be communicated under PCAOB Auditing Standards No. 16, Communications with Audit Committees.
the adequacy and effectiveness of the Company's disclosure controls and procedures.
meet periodically with the Company personnel primarily responsible for the design and implementation of the internal audit function;
meet periodically with management and review management's plans with respect to the responsibilities, budget and staffing of the internal audit function, and the Company's plans for the implementation of the internal audit function;
review any significant reports prepared by the Company's internal auditors, as well as management's response;
when established, review and participate in the selection or dismissal of the Company's head of internal audit, who shall report directly to the Audit Committee and administratively to the Company's chief financial officer; and
periodically meet separately with the internal audit function out of the presence of the
Company's management.
Disclaimer
PagerDuty Inc. published this content on July 08, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on July 08, 2025 at 18:50 UTC.