Audit Committee Charter

Committee Title
This committee shall be called the audit committee of the Board of Regents of Seton Hall University.

Committee Membership
The audit committee will be appointed by the Chairman of the Board of Regents. The audit committee will be composed of up to five board members, independent of management.

Functions And Responsibilities
The audit committee is a standing committee of the Board of Regents. The audit committee’s principal responsibilities are to provide oversight to ensure that appropriate accounting policies and internal controls are established and followed, and that the institution issues financial statements and reports in a timely manner in accordance with the University’s regulatory obligations.

The audit committee’s other responsibilities include the following:

• Recommending to the Board of Regents the selection and retention of the independent public accountants for the University
  
  
• Recommending to the Board of Regents, when the audit committee deems it advisable, that the independent public accountants engage in specific studies and reports regarding auditing matters, accounting procedures and other matters
  
  
• Reviewing and approving the scope of the annual external audit and review for compliance with the General Accounting Office’s (“GAO”) Independence Standards
  
  
• Reviewing annual financial statements, including any adjustments to those statements recommended by the independent public accountants, and any significant issues that arise in connection with the preparation of those financial statements
  
  
• In consultation with the independent public accountants, recommending to management inclusion of financial disclosures in audited financial statements
  
  
• Reviewing, as appropriate and in consultation with the independent public accountants, accounting policies, and procedures applicable to the University as well as any management responses to comments relating to those policies and procedures
  
  
• Investigating, when the audit committee deems it necessary, potential improprieties or improprieties in University operations, in consultation and coordination with the Compliance Officer and the General Counsel of the University
  
  
• Meeting at least annually with the Vice President for Finance, the Executive Vice President for Administration and the General Counsel and with the independent public accountants to discuss any issues arising from the audit committee’s responsibilities
  
  
• Meeting at least annually with the independent public accountants (outside the presence of management) to discuss any issues arising from the audit committee’s responsibilities
  
  
• Meeting at least annually with management (outside the presence of the independent public accountants) to discuss management’s evaluation of the work performed by the independent public accountants and the appropriateness of their fees
  
  
• Obtaining from management and external advisors reports relating to accounting, tax, regulatory, governance and other business matters
  
  
• Approving the work plan of the internal audit function and receiving reports on the results of internal audit’s work
  
  
• Reviewing the administration of the University’s Conflict of Interest Policy
  
  
• Reviewing the performance of management and operating personnel under the University’s code of ethics
  
  
• Obtaining the advice of outside consultants and professionals (including but not limited to retention of special legal counsel) to advise the audit committee on matters within the scope of its charge