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HP has a separately designated standing Audit Committee established in accordance with
Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the ‘‘Exchange Act’’). The
Audit Committee assists the Board in fulfilling its responsibilities for generally overseeing HP’s
financial reporting processes and the audit of HP’s financial statements, including the integrity of HP’s
financial statements, HP’s compliance with legal and regulatory requirements, the qualifications and
independence of the independent registered public accounting firm, the performance of HP’s internal
audit function and the independent registered public accounting firm, and risk assessment and risk
management. Among other things, the Audit Committee prepares the Audit Committee report for
inclusion in the annual proxy statement; annually reviews its charter and performance; appoints,
evaluates and determines the compensation of the independent registered public accounting firm;
reviews and approves the scope of the annual audit, the audit fee and the financial statements; reviews
HP’s disclosure controls and procedures, internal controls, information security policies, internal audit
function, and corporate policies with respect to financial information and earnings guidance; reviews
regulatory and accounting initiatives and off-balance sheet structures; oversees HP’s compliance
programs with respect to legal and regulatory requirements; oversees investigations into complaints
concerning financial matters; and reviews other risks that may have a significant impact on HP’s
financial statements. The Audit Committee works closely with management as well as the independent
registered public accounting firm.
The Board determined that each of Mr. Thompson, chair of the Audit Committee, and Audit Committee members Mr. Babbio, Ms. Baldauf, and Mr. Banerji is independent within the meaning of the New York Stock Exchange (‘‘NYSE’’) standards of independence for directors and audit committee members and satisfied the NYSE financial literacy requirements. The Board also determined that each of Mr. Thompson, Mr. Babbio, Ms. Baldauf, and Mr. Banerji is an ‘‘audit committee financial expert’’ as defined by SEC rules.
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