Governance

Charter of the Audit Committee of the Board of Directors of Seagate Technology PLC

I. PURPOSE:

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

  1. Provide assistance to the Board 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:
    1. 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;
    2. The Company’s compliance with legal and regulatory requirements;
    3. The independent auditors’ qualifications and independence; and
    4. The performance of the Company’s internal audit function and its independent auditors.
  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.
  3. Assist the Board in exercising its oversight of management’s decisions regarding the Company’s capital and investment transactions and to review and monitor the Company’s financial affairs.

II. COMPOSITION AND POLICIES

The following are the primary operating policies of the Committee:

Composition and Qualification

  1. The Committee shall be comprised of three (3) or more members of the Board and each Committee member shall be determined by the Board to be "independent" as that term is defined for directors and audit committee members 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 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 years, and at least one member shall be an "audit committee financial expert" under the rules of the SEC, each as determined by the Board.
  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 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, 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.

Chairperson

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. 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 Articles of Association and applicable law.

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 head of the Company’s internal auditing department, the Company’s independent auditors and the Company’s Chief Legal Officer 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 or any member of the Committee may call meetings of the Committee. The Committee may also act by written consent.
  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 sole authority to engage and terminate independent counsel and other advisors, as the Committee deems necessary or appropriate to carry out its duties. The Committee shall determine the terms of any engagement and oversee the work of any independent counsel and other advisors.
  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.
  4. A majority of the Committee shall constitute a quorum 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, the Board, corporate executives and other employees, and independent auditors as necessary to carry out these responsibilities.

III. FUNCTIONS AND DUTIES

Primary Role

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 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.

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.

  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 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, 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 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. 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 reviewing and approving, at least annually, the audit plans, budget, and organizational structure of the internal audit function;
  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. Reviewing and assessing periodically the adequacy of the Global Internal Audit Charter and approving any changes the Committee considers necessary or appropriate;
  11. Meeting with the internal auditors periodically to review:
    1. Audit results;
    2. Recommendations for improvements in internal controls made by internal and external auditors; and
    3. Any changes required in the originally planned audit program;
  12. Reviewing and approving the appointment or termination of the Head of Global Internal Audit;
  13. Reviewing the reports of examinations by regulatory authorities, if any;
  14. Monitoring the Company’s policies and procedures for the review of expenses and perquisites of selected members of senior management;
  15. Performing any special reviews, investigations or oversight responsibilities required by the Board or its Chairperson;
  16. Considering comments by the independent auditors suggesting improvements in internal accounting controls and the response by management to such comments;
  17. Reviewing periodically legal and related matters that could have a significant impact on the Company’s financial statements with the Company's Chief Legal Officer; and
  18. Reviewing the Company’s policies and procedures around managing major financial risks and risks pertaining to cybersecurity, data privacy, product security and other computerized information system controls.

IV. FINANCIAL REPORTING PROCESS AND CONTROLS

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

  1. 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. Major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; and
    4. 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. Perform any functions required to be performed by it or otherwise appropriate under applicable laws, rules or regulations, the Company’s Memorandum or Articles of Association 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.
  3. To the extent it deems appropriate, review periodically the effect of regulatory and accounting initiatives, as well as off-balance sheet structures (if any), on the financial statements of the Company.
  4. 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.
  5. 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.
  6. 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.
  7. Receive reports from the independent auditors and management regarding, and review and discuss 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;
  8. Consider comments by the independent auditors suggesting improvements in internal accounting controls and the response by management to such comments;
  9. Receive reports from management regarding and review and discuss the adequacy and effectiveness of the Company’s disclosure controls and procedures.

V. FINANCIAL AFFAIRS AND CAPITAL AND INVESTMENT TRANSACTIONS

In addition to the functions and duties described above, the Committee shall review the financial affairs of the Company.

  1. The Committee may review and make recommendations regarding the Company’s cash position; financial position; capital needs; financing plans; the Company’s ability to access capital markets including the Company’s debt and credit ratings; bank and lender relationships; capital structure; equity and debt issuances; dividends; share splits; financing proposals; debt issuances, repayment, repurchase or redemption of any outstanding notes; capital asset plan and capital expenditures; management of financial risk in the Company’s business; tax position and strategy; and corporate development plans.
  2. The Committee shall possess and may exercise all the powers of the Board to review, evaluate and authorize management to enter into any capital market transactions (including debt and equity financings), private equity and debt financing, proposed merger, acquisition, divestiture or investment, in amounts of more than $25 million and up to $100 million individually (transactions of $25 million or less being within the Chief Executive Officer’s discretion) that the Company may have the opportunity to participate in from time to time. The Committee may review, and make recommendations to the Board concerning, similar transactions in excess of $100 million. The Board in its sole discretion may establish a special committee to evaluate any such transaction in excess of $100 million.

VI. LEGAL COMPLIANCE AND OTHER MATTERS

The Committee shall also:

  1. Oversee the Company’s compliance program with respect to legal and regulatory requirements, including overseeing the monitoring of the Company’s Business Conduct Policy and Code of Ethics;
  2. 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.
  3. 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.
  4. 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.

VII. 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 including:
    1. following meetings of the Committee; and
    2. 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 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.

  3. Maintain minutes or other records of meetings and activities of the Committee.

VIII. 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. The Committee shall review and reassess periodically the adequacy of this Charter and recommend to the Board any improvements to this Charter that it 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 on April 24, 2019