The Audit and Finance Committee (the “Committee”) of the Board of Directors (the “Board”) of Seagate Technology Holdings plc (the “Company”) shall:
B. Appointment and Removal
The Committee 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. A member of the Committee may be removed, with or without cause, by a majority vote of the Board.
C. Committee Chair
Unless a Chair is appointed by the Board, 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 regular sessions of the Committee and set the agendas for Committee meetings. In the absence of the Chair, the Committee shall select another member to preside.
D. 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.
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:
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. Critical audit matters affecting the Company or its financial statements;
D. Major issues regarding accounting principles and financial statement presentations, including any significant changes in the Company’s selection or application of accounting principles; and
E. Any other material written communications between the independent auditors and the Company’s management, such as any management letter or schedule of unadjusted differences.
A. 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;
B. Disagreements between the independent auditors and management; and
C. Management’s response to issues raised by the independent
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.
1. Oversee the appointment, removal or reassignment, and performance of the Chief Audit Executive;
2. Review and approve annually the Internal Audit Charter;
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:
A. Audit results;
B. The annual risk-based plan and any significant changes to the plan;
C. Recommendations for improvements in internal controls, governance and risk management made by internal and external auditors;
D. Internal audit performance.
In addition to the functions and duties described above, the Committee shall review the financial affairs of the Company.
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.
As amended and restated by the Board on April 25, 2022