The Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of Seagate Technology plc (the “Company”) shall:
The following are the primary operating policies of the Committee:
Composition and Qualification
Appointment and Removal
The members of the Committee shall be appointed by the Board, based on recommendations from the Nominating and Corporate Governance Committee of the Board, to 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.
Unless a Chairperson is appointed by the Board, the members of the Committee shall designate a Chairperson by the majority vote of the full Committee, provided that the Board may replace any Chairperson designated by the Committee at any time. The Chairperson will chair all regular sessions of the Committee and is responsible to set the agendas for Committee meetings. In the absence of the Chairperson, the Committee shall select another member to preside.
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 and when such delegation would not violate applicable law, regulation or NASDAQ or SEC requirements.
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.
The primary role of the Committee is to oversee the financial reporting and disclosure process. To fulfill this obligation, 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 Audit 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.
Other Functions and Duties
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 in light of changing business, legislative, regulatory, legal or other conditions or changes or as decided by the Board. The Committee shall also carry out any other responsibilities and duties delegated to it by the Board from time to time related to the purposes of the Committee.
In connection with performing its duties under Section III of this Charter, the Committee shall:
In addition to the functions and duties described above, the Committee shall review the financial affairs of the Company.
The Committee shall also:
In addition, the Committee shall:
The Committee shall provide such recommendations to the Board as it deems appropriate. The report to the Board may take the form of an oral report by the Chairperson or any other member of the Committee designated to make such report.
As amended and restated by the Board on April 28, 2020