Governance

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

1. Assist the Board in fulfilling its responsibility 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:
   1. The Company’s accounting and financial reporting processes and internal controls, the Company’s financial statement audits and the quality and integrity of the Company’s financial statements;
   2. The Company’s compliance with legal and regulatory requirements and adherence to ethics policies including the Code of Conduct and the Code of Ethics for Senior Financial Officers;
   3. The independent auditors’ qualifications, performance, and independence;
   4. The performance of the Company’s internal audit function; and
   5. The Company’s policies with respect to risk assessment and risk management pertaining to the financial, accounting and tax matters of the Company.
2. Prepare or review the report that the rules of the Securities and Exchange Commission (the “SEC”) require to be included in the Company’s annual proxy statement for the annual general meeting of shareholders.
3. Assist the Board in exercising its oversight of management’s decisions regarding the Company’s capital and investment transactions and the Company’s financial affairs.

1. Composition

   1. The Committee shall be comprised of a minimum of three (3) or more Board members, including a chairperson (the “Chair”). Each Committee member shall be determined by the Board to be “independent” as defined under Rule 10A-3 of the Securities Exchange Act of 1934, as amended, and the NASDAQ Listing Rules (“NASDAQ”).
   2. Each Committee member shall be financially literate and be able to read and understand fundamental financial statements, including a balance sheet, income statement and cash flow statement, and meet such other standards as are required by applicable law (including SEC and NASDAQ rules). A Committee member 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 years. At least one member shall be an “audit committee financial expert” as defined by the rules of the SEC.
   3. No member of the Committee may serve on the audit committee or audit and finance committee of more than three (3) public companies (including the Company) unless the Board determines that such simultaneous service would not impair the ability of such member to effectively serve on the Committee.

2. Appointment and Removal

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

3. Committee Chair

   If the Board does not appoint a Chair, the Committee members shall designate a Chair by a majority vote of the Committee. The Board may replace any Chair designated by the Committee at any time. The Chair will chair all meetings of the Committee and set the agendas for Committee meetings. In the absence of the Chair, the Committee shall select another member to preside.

4. Delegation of Authority

   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 and in the best interests of the Company, provided that such delegation is in compliance with the Company Constitution and applicable law.

   The Committee may delegate to one or more officers of the Company, the authority to finalize documentation for transactions approved by the Committee, provided that such delegation is in compliance with the Company Constitution and applicable law.

1. The Committee shall hold such meetings as it deems necessary but shall meet at least quarterly. The Chair or any member of the Committee may call meetings of the Committee.
2. A majority of the Committee members shall constitute a quorum for the transaction of the business.
3. The Committee shall periodically meet separately in executive session, with members of management, the Company’s chief audit executive (or other personnel responsible for the internal audit function) and the Company’s independent auditors to discuss any matters that the Committee or each of these groups believe would be appropriate to discuss privately.
4. The Committee may also act by unanimous written consent in lieu of a meeting in accordance with the Company’s Constitution.
5. The Committee shall report regularly to the Board following all meetings of the Committee. The Committee shall provide such recommendations to the Board as it deems appropriate.
6. The Committee shall be given full access to the Company’s internal auditors, the Board, corporate executives and other employees, and independent auditors as necessary to carry out these responsibilities.
7. Written minutes of Committee meetings shall be maintained.

To fulfill its oversight role in the financial reporting and disclosure process, the Committee relies on (i) management for the preparation and accuracy of the Company's financial statements; (ii) management for establishing effective internal controls and procedures to ensure the Company's compliance with accounting standards, financial reporting procedures and applicable laws and regulations; (iii) independent and objective assessments from the Company’s global internal audit department regarding the overall effectiveness and efficiency of the Company’s control environment; and (iv) the Company's independent auditors for an unbiased, diligent audit or review, as applicable, of the Company's financial statements and the effectiveness of the Company's internal controls. The members of the Committee are not employees of the Company and are not responsible for conducting the audit or performing other accounting procedures. In carrying out its responsibilities, the Committee is not providing any expert or special assurance as to the Company’s financial statements or any professional certification as to the independent auditors’ work.

The following functions shall be commonly recurring activities of the Committee. The Committee may carry out additional functions and adopt additional policies and procedures as may be appropriate or as delegated by the Board:

Financial Oversight

1. Reviewing with management and the Company’s independent auditors prior to publication, the annual audited financial statements and the quarterly financial statements as well as the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and recommending to the Board whether the annual audited financial statements should be included in the Company’s annual report.
2. Reviewing and discussing with the Company’s independent auditors and management the Company’s earnings releases and practices with respect to earnings 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, any significant risks identified during the auditor’s risk assessment procedures, the results and significant findings from the annual audit, and such other matters as required to be discussed by the applicable auditing standards.
4. Appointing, (subject to ratification by the Company’s shareholders, if required), and retaining the Company’s independent auditors for the purpose of preparing or issuing an audit report or performing other audit, review or attest services, who shall report directly to the Committee, approving (subject to authorization by the Company’s shareholders and any other legal requirements) all compensation of the independent auditors, including all audit engagement fees and terms; overseeing the work of the Company’s independent auditors; and terminating the Company’s independent auditors, if necessary.
5. Establishing policies and procedures for the pre-approval (or pre-concurrence, for purposes of this paragraph) of permissible audit and non-audit services that may be provided by the independent auditors in accordance with applicable rules, and pre-approving all audit and permitted non-audit services 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. 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 or any of its subsidiaries, 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 shall take, or recommend that the full Board take, appropriate action to oversee the independence of the independent auditors. In addition, the Committee shall obtain from the independent auditors at least annually and review a written statement or report outlining the independent auditors’ internal quality control procedures, and any material issues raised by the most recent internal quality control review, peer review, or PCAOB review or inspection of the firm, or by any other 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. Reviewing and discussing with the Company’s independent auditor any documentation supplied by the auditors relating to the nature and scope of any tax services to be approved, as well as the potential effects of the provision of such services on each auditor’s respective independence.
8. Overseeing the rotation of the audit partners on the audit engagement team at least once every five years, as required by law, and considering whether regular rotation of the audit firm itself is necessary to assure continuing auditor independence.
9. Reviewing annually the audit plans of the independent auditors.
10. 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. Receive reports from the independent auditors and management regarding the adequacy and effectiveness of the Company’s internal controls, including any significant deficiencies or material weaknesses in internal controls and significant changes in internal controls reported to the Committee by the independent auditors or management and any special audit steps adopted in light of any material control deficiencies, and any fraud involving management or other employees with a significant role in such internal controls.
11. Reviewing the reports of examinations by regulatory authorities, if any.
12. Reviewing the adequacy and effectiveness of the Company’s disclosure controls and procedures.
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 or its Chair.
15. Reviewing periodically with the Company’s Chief Legal Officer, legal and related matters that could have a significant impact on the Company’s financial statements.
16. Review 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:
    1. Critical accounting policies and practices to be used by the Company;
    2. 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;
    3. Critical audit matters affecting the Company or its financial statements;
    4. Major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; and
    5. Any other material written communications between the independent auditors and the Company’s management, such as any management letter or schedule of unadjusted differences.
17. Perform any functions required to be performed by it or otherwise appropriate under applicable laws, rules or regulations, the Company’s Constitution or other organizational documents and the resolutions or other directives of the Board, including review of any certification required to be reviewed in accordance with applicable law or regulations of the SEC.
18. To the extent it deems appropriate, review periodically and discuss with management and the Company’s independent auditors the effect of regulatory, tax, and accounting initiatives, on the financial statements of the Company.
19. Review with the Company’s independent auditors:
    1. Audit problems or other difficulties encountered by the independent auditors in the course of the review or audit process, including any restrictions on the scope of the independent auditors’ activities or on access to requested information;
    2. Disagreements between the independent auditors and management; and
    3. Management’s response to issues raised by the independent auditors.

    Without excluding other possibilities, the Committee may 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.

20. 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.
21. 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 or fraud involving management or other employees who have a significant role in the Company’s internal controls.
22. Review and approve at least on an annual basis the decision by management to enter into derivative transactions on a cleared or non-cleared basis, and the policies and processes of the Company related thereto, and review and recommend to the Board on matters pertaining to the Company’s derivative transactions and hedging strategy.

Internal Audit

1. Oversee the appointment, removal or reassignment, and performance of the Chief Audit Executive;
2. Review and approve annually the Internal Audit Charter and any amendments;
3. Review and approve, at least annually, the audit plans, budget, resources and organizational structure of the internal audit function;
4. Review periodically with the Chief Audit Executive, internal audits’ performance relative to the annual audit plan and other matters;
5. Review periodically the results of internal and external quality assessments;
6. Evaluate and make inquiries as relevant to determine whether the scope of the internal audit function and projects and associated resources are appropriate.
7. Meeting with the internal auditors periodically to review and approve:
   1. Audit results;
   2. The annual risk-based plan and any significant changes to the plan;
   3. Recommendations for improvements in internal controls, governance and risk management made by internal and external auditors; and
   4. Internal audit performance.

1. Review and discuss with management the Company’s enterprise risk management program, including risk assessment and major risk exposures.
2. Review and discuss with management the Company’s policies, procedures, programs, and controls pertaining to enterprise security risk management including cybersecurity, data privacy, data protection, product security and other computerized information system controls. The Committee shall receive regular reports from the Company’s Chief Information Officer, Chief Information Security Officer, and other members of management with responsibility for enterprise security risk management regarding risks, controls, and incident preparedness.
3. Review with management any legal or regulatory requirements regarding the public disclosure of topics covered by the Company’s sustainability, inclusion, and governance strategy, goals, policies, and practices, as well as management’s controls and procedures over the Company’s public reporting on such topics.
4. Review and approve the Committee report required to be included in the annual proxy statement.
5. Obtain from the independent auditor assurances that Section 10A(b) of the Exchange Act as related to illegal acts has not been implicated.
6. Oversee the Company’s compliance and ethics program with respect to legal and regulatory requirements, including overseeing the monitoring of the Company’s Code of Conduct and Code of Ethics for Senior Financial Officers, and compliance with applicable laws.
7. Set hiring policies for current or former employees of the Company’s independent auditors, including compliance with any cooling-off period required by rules of the SEC promulgated under the Sarbanes-Oxley Act of 2002, and oversee compliance with such policies.
8. Establish and oversee procedures for:
   1. The receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls, auditing, or ethics matters and compliance with the Company’s policies; and
   2. The confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters.

1. The Committee shall, at least annually, 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. The Committee shall review, at least annually, the adequacy of this Charter and recommend to the Board any improvements that it considers necessary or appropriate.
3. The Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.