Audit Committee Charter

I. PURPOSE:

The Audit Committee (the “Committee”) of the Board of Directors of Seagate Technology plc (the “Company”) shall:

  1. Provide assistance to the Board of Directors in fulfilling its statutory duty to ensure that the Company keeps proper books of account as well as its responsibility to the Company’s shareholders, potential shareholders and the investment community with respect to its oversight of:

    A. The Company’s accounting and financial reporting processes, the Company’s financial statement audits and the quality and 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 internal audit function and its independent auditors.
  2. Prepare the report that the rules of the Securities and Exchange Commission (the “SEC”) require to be included in the Company’s annual proxy statement.


II. COMPOSITION AND POLICIES:

The following are the primary operating policies of the Committee:

Composition and Qualification

  1. The Committee shall be composed of three (3) or more members of the Board of Directors and each Committee member shall be determined by the Board of Directors to be “independent” as that term is defined for directors and audit committee members under the rules of the SEC and the NASDAQ Marketplace Rules.
  2. Each Committee member shall be able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement, shall not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years1 , and at least one member must be an “audit committee financial expert” under the rules of the SEC, each as determined by the Board of Directors.
  3. No member of the Committee may serve on the audit committees of more than three (3) public companies (including the Company) unless the Board of Directors determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee.

Appointment and Removal 

The members of the Committee shall be appointed by the Board of Directors and shall serve until such member’s successor is duly elected and qualified or until such member’s earlier resignation or removal. The members of the Committee may be removed, with or without cause, by a majority vote of the Board of Directors.

Chairperson 

Unless a Chairperson is elected by the full Board of Directors, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee membership. The Chairperson of the Committee will chair all regular sessions of the Committee and is responsible to set the agendas for Committee meetings. In the absence of the Chairperson of the Committee, the Committee shall select another member to preside.

Delegation to subcommittees 

The Committee may form subcommittees composed of one or more of its members for any purpose that the Committee deems appropriate and may delegate to such subcommittees such power and authority as the Committee deems appropriate.

Meetings

  1. The Committee shall hold such meetings as it deems necessary but shall meet a minimum of quarterly each calendar year. The Committee shall periodically meet separately with each of management, the director of the Company’s internal auditing department, the Company’s independent auditors and the Company’s general counsel to discuss any matters that the Committee or each of these groups believe would be appropriate to discuss privately. Minutes of all Committee meetings shall be taken and shall be approved at subsequent meetings. The Chairperson of the Board of Directors or any member of the Committee may call meetings of the Committee.
  2. The Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate. In this regard, the Committee shall have the authority to engage independent counsel and other advisors, as the Committee deems necessary or advisable to carry out its duties.2
  3. Subject to any legal requirements, the Committee has the authority to approve appropriate funding for payment of compensation to the independent auditors engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company and any advisors that the Committee chooses to engage, as well as funding for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.3
  4. A majority of the Committee shall constitute a quorum for the transaction of business and the act of a majority of those present at any meeting at which there is a quorum shall be the act of the Committee.
  5. The Committee shall be given full access to the Company’s internal auditors, Board of Directors, corporate executives and independent auditors as necessary to carry out these responsibilities.


III. FUNCTIONS AND DUTIES:

The following functions shall be commonly recurring activities of the Committee in carrying out its purpose outlined in Section I of this Charter. These functions should serve as a guide with the understanding that the Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate in light of changing business, legislative, regulatory, legal or other conditions or changes or as decided by the Board of Directors. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board of Directors from time to time related to the purposes of the Committee outlined in Section I of this Charter.

  1. Meeting with management and the independent auditors to review and discuss prior to public dissemination the annual audited financial statements to be included in the Company’s annual report (Form 10-K) and the quarterly financial statements to be included in the Company’s quarterly reports (Form 10-Q) filed with the Securities and Exchange Commission (the “SEC”), in each case including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and recommending to the Board of Directors whether the annual audited financial statements should be included in the Company’s Form 10-K;
  2. Reviewing and discussing with the Company’s independent auditors and management the Company’s earnings press releases and Company practices with respect to earnings press releases and financial information and earnings guidance provided to analysts and rating agencies;
  3. Discussing with the independent auditors, the auditor's responsibilities under generally accepted auditing standards, the planned scope and timing of the audit and significant findings from the audit, and such other matters as required, including, to be discussed by the Statement on Auditing Standards No. 61, as amended (AlCPA, Professional Standards, Vol. 1. AU Section 380), as adopted by the PCAOB in Rule 3200T, and any successor guidance.4
  4. Appointing, retaining (subject to approval by the Company’s shareholders) and terminating as appropriate the Company’s independent auditors, which shall report directly to the Committee, approving (subject to any legal requirements) all compensation of the independent auditors, including all audit engagement fees and terms, and overseeing the work of the Company’s independent auditors;
  5. Establishing policies and procedures for the pre-approval of permissible audit and non-audit services to be provided by the independent auditors in accordance with applicable rules, and pre-approving all audit and non-audit services (other than prohibited services under applicable rules) to be provided to the Company by its independent auditors. The Committee may delegate authority to one or more members of the Committee to grant pre-approvals of permissible services; provided that any such pre-approvals shall be presented to the full Committee at its next scheduled meeting;
  6. Reviewing, at least annually, the independence, performance and qualifications of the Company’s independent auditors by such methods as it deems appropriate. Among other things, the Committee shall obtain from the independent auditors at least annually a formal written statement delineating all relationships between the independent auditors and the Company, actively engaging in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the independent auditors and for taking, or recommending that the full board take, appropriate action to oversee the independence of the independent auditors5. In addition, the Committee shall obtain from the independent auditors at least annually a written statement outlining the independent auditors’ internal quality control procedures, and any material issues raised by the most recent internal quality control review, or peer review, of the independent auditors, 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 independent auditors, and any steps taken to deal with such issues;
  7. Overseeing the rotation of the audit partners on the audit engagement team as required by law;
  8. Reviewing annually the audit plans of the independent auditors and internal auditors;
  9. Meeting with the independent auditors at the completion of their annual audit to review their evaluation of the financial reporting and internal controls of the Company and any changes required in the originally planned audit program;
  10. Meeting with the internal auditors periodically to review:

    A. Audit results;

    B. Recommendations for improvements in internal controls made by internal and external auditors; and

    C. Any changes required in the originally planned audit program;
  11. Reviewing and approving the appointment or termination of any vice president of internal audit;
  12. Reviewing the reports of examinations by regulatory authorities, if any;
  13. Monitoring the Company’s policies and procedures for the review of expenses and perquisites of selected members of senior management;
  14. Performing any special reviews, investigations or oversight responsibilities required by the Board of Directors or its Chairman;
  15. Reporting regularly to the Board of Directors on the activities of the Committee;
  16. Considering comments by the independent auditors suggesting improvements in internal accounting controls and the response by management to such comments; and
  17. Reviewing periodically legal and related matters that could have a significant impact on the Company’s financial statements with the Company's General Counsel.

IV. FINANCIAL REPORTING PROCESS AND CONTROLS

In connection with performing its duties under Section III of this Charter, the Committee shall

  1. Obtain and discuss with the Company’s management and its independent auditors reports from management and the independent auditors required by SEC rules and applicable professional standards, including any report regarding:

    A. Critical accounting policies and practices to be used by the Company;

    B. Analyses prepared by management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including all alternative treatments of financial information within generally accepted accounting principles related to material items that have been discussed with the Company’s management, the ramifications of the use of the alternative disclosures and treatments, and the treatment preferred by the independent auditors;

    C. Major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; and

    D. Any other material written communications between the independent auditors and the Company’s management, such as any management letter or schedule of unadjusted differences.

  2. To the extent it deems appropriate, review periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet structures, on the financial statements of the Company.
  3. Review with the Company’s independent auditors:

    A. Audit problems or other difficulties encountered by the independent auditors in the course of the audit process, including any restrictions on the scope of the independent auditors’ activities or on access to requested information;

    B. Significant disagreements between the independent auditors and management; and

    C. Management’s response to issues raised by the independent auditors.

    Without excluding other possibilities, the Committee may wish to review with the independent auditors (i) any accounting adjustments that were noted or proposed by the auditor but were “passed” (as immaterial or otherwise), (ii) any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement and (iii) any “management” or “internal control” letter issued, or proposed to be issued, by the independent auditors to the Company.
  4. To the extent it deems appropriate, review and discuss with the independent auditors the responsibilities, budget and staffing of the Company’s internal audit function.
  5. Review disclosures made to it by the Company’s Chief Executive Officer or Chief Financial Officer in connection with their certifications of the Company’s Form 10-K and Form 10-Q regarding significant deficiencies in the design or operation of internal controls or material weaknesses therein and fraud involving management or other employees who have a significant role in the Company’s internal controls.
  6. Receive reports from the independent auditors and management regarding, and shall review and discuss the adequacy and effectiveness of, the Company’s internal controls, including any significant deficiencies in internal controls and significant changes in internal controls reported to the Committee by the independent auditors or management;
  7. Consider comments by the independent auditors suggesting improvements in internal accounting controls and the response by management to such comments;
  8. Receive reports from management regarding, and shall review and discuss the adequacy and effectiveness of, the Company’s disclosure controls and procedures.

V. LEGAL COMPLIANCE AND OTHER MATTERS

  1. The Committee shall also:

    A. Oversee the Company’s compliance program with respect to legal and regulatory requirements, including overseeing the monitoring of the Company’s code of business conduct and ethics;

    B. Set hiring policies for employees or former employees of the Company’s independent auditors. At a minimum, these policies shall provide that the Company will comply with any cooling-off period required by rules of the SEC promulgated under the Sarbanes-Oxley Act of 2002.

    C. Establish and oversee 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.

  2. The Committee shall discuss the Company’s major financial risk exposures and the steps the Company’s management is taking or has taken to monitor and control such exposures. The Committee may also review and discuss with the Company’s management and its independent auditors, in conjunction with the overall risk oversight responsibility of the Board, the Company’s guidelines and policies with respect to financial risk assessment and management.
  3. The Committee shall discuss with the Company’s management and its independent auditors the Company’s guidelines and policies with respect to risk assessment and risk management.


VI. REPORTS

In addition, the Committee shall:

  1. Prepare or review the report required to be included in annual proxy statements in accordance with the applicable rules and regulations of the SEC.
  2. Report regularly to the Board of Directors including:

    A. following meetings of the Committee; and

    B. with respect to such other matters as are relevant to the Committee’s discharge of its responsibilities.

    The Committee shall provide such recommendations to the Board of Directors as the Committee may deem appropriate. The report to the Board of Directors may take the form of an oral report by the Chairperson or any other member of the Committee designated by the Committee to make such report.
  3. Maintain minutes or other records of meetings and activities of the Committee.

 

VII. PERFORMANCE EVALUATION

  1. The Committee shall periodically perform a review and evaluation of the performance of the Committee and its members, including by reviewing the compliance of the Committee with this Charter.
  2. In addition, the Committee shall review and reassess periodically the adequacy of this Charter and recommend to the Board of Directors any improvements to this Charter that the Committee considers necessary or appropriate.
  3. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.

As amended and restated by the Board of Directors on April 26, 2012, with an effective date of April 26, 2012.


1Nasdaq Rule 5605(c)(2)(A).
2Required by Rule 10A-3(b)(4) of the Exchange Act.
3Section 10A(m)(6) of the Exchange Act.
4Item 407(d)(3)(i)(B) of Regulation S-K.
5Nasdaq Rule 5605(c)(1)(B).