Extract to table

The Risk Committee shall maintain an escalation log that is reviewed at each regularly scheduled meeting

The amended Charter should specify that the CRO shall have the right and responsibility to communicate directly with the Risk Committee chair on any enterprise risk matter, without prior management review or approval, and that the CRO shall attend all Risk Committee meetings and participate in executive sessions as requested by the Committee

The Charter further provides that the Committee shall "review with management and the independent auditor the Bank's annual and quarterly financial statements and related disclosures

Regulatory Expectations Multiple regulatory and legal authorities establish expectations for audit committee independence and access to independent resources: Nasdaq Listing Rule 5605(c)(3): Audit committees of Nasdaq-listed companies must have the "authority to engage independent counsel and other advisors, as it determines necessary to carry out its duties

The statute and implementing rules make clear that the audit committee must have unilateral authority to retain advisors and that the company must provide "appropriate funding" for such engagements

The amended Charter should state that the Bank shall provide appropriate funding, as determined by the Committee, for the compensation of the independent auditor and any advisors retained by the Committee