Audit Committee Charter
The purpose of the Audit Committee (the “Committee”) of the board of directors (the “Board”) of Corcept Therapeutics Incorporated (the “Company”) is to oversee the accounting and financial reporting processes of the Company and audits of its financial statements. The Committee is not responsible, however, for planning or conducting audits, or determining whether the Company’s financial statements are complete and accurate or in accordance with generally accepted accounting principles.
The Committee shall be composed of three or more directors, as determined by the Board, each of whom shall be “independent”, as that term is defined in Section 10A(m) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Rules and Regulations (the “Regulations”) of the Securities and Exchange Commission (the “Commission”) under the Exchange Act, and shall meet the independence and financial literacy requirements of Nasdaq, subject in each case to any available exception. At least one member of the Committee shall be an “audit committee financial expert”, as that term is defined in the Regulations, and shall have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities.
Committee members may be removed from the Committee with or without cause, by the Board.
The Committee is charged by the Board with the responsibility to:
- Appoint and provide for the compensation of a “registered public accounting firm” (as that term is defined in Section 2(a) of the Sarbanes-Oxley Act of 2002) to serve as the Company’s independent auditor, oversee the work of the independent auditor (including resolution of any disagreements between management and the independent auditor regarding financial reporting), evaluate the performance of the independent auditor and, if so determined by the Committee, replace the independent auditor; it being acknowledged that the independent auditor is ultimately accountable to the Board and the Committee, as representatives of the stockholders.
- Ensure the receipt of, and evaluate the written disclosures and the letter that the independent auditor submits to the Committee regarding the auditor’s independence in accordance with Independence Standards Board Standard No. 1, discuss such reports with the auditor, oversee the independence of the independent auditor and, if so determined by the Committee in response to such reports, take appropriate action to address issues raised by such evaluation.
- Discuss with the independent auditor the matters required to be discussed by SAS 61, as it may be modified or supplemented.
- Instruct the independent auditor and the internal auditor, if any, to advise the Committee if there are any subjects that require special attention.
- Instruct the independent auditor to report to the Committee on all critical accounting policies of the Company, all alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments and the treatment preferred by the auditors, and other material written communication between the auditors and management.
- Meet with management and the independent auditor to discuss the annual financial statements and the report of the independent auditor thereon, and to discuss significant issues encountered in the course of the audit work, including: restrictions on the scope of activities; access to required information; the adequacy of internal financial controls; the adequacy of the disclosure of off-balance sheet transactions, arrangements, obligations and relationships in reports filed with the Commission; and the appropriateness of the presentation of any non-GAAP financial measures (as defined in the Regulations) included in any report filed with the Commission or in any public disclosure or release.
- Review the management letter delivered by the independent auditor in connection with the audit.
- Following such review and discussions, if so determined by the Committee, recommend to the Board that the annual financial statements be included in the Company’s annual report.
- Meet quarterly with management and the independent auditor to discuss the quarterly financial statements prior to the filing of the Form 10-Q; provided that this responsibility may be delegated to the chairman of the Committee or a member of the Committee who is a financial expert.
- Meet at least once each year in separate executive sessions with management, the internal auditor, if any, and the independent auditor to discuss matters that any of them or the Committee believes could significantly affect the financial statements and should be discussed privately.
- Review significant changes to the Company’s accounting principles and practices proposed by the independent auditor, the internal auditor, if any, or management.
- Review the scope and results of internal audits, if any.
- Evaluate the performance of the internal auditor, if any, and, if so determined by the Committee, recommend replacement of the internal auditor.
- Conduct or authorize such inquiries into matters within the Committee’s scope of responsibility as the Committee deems appropriate.
- Provide minutes of Committee meetings to the Board, and report to the Board on any significant matters arising from the Committee’s work.
- At least annually, review and reassess this Charter and, if appropriate, recommend changes to the Board.
- Prepare the Committee report required by the Regulations to be included in the Company’s annual proxy statement.
- Establish a procedure for receipt, retention and treatment of any complaints received by the Company about its accounting, internal accounting controls or auditing matters and for the confidential and anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
- Approve, in accordance with Sections 10A(h) and (i) of the Exchange Act and the Regulations, all professional services (whether or not financial), to be provided to the Company by its independent auditor, provided that the Committee shall not approve any non-audit services proscribed by Section 10A(g) of the Exchange Act in the absence of an applicable exemption. The Committee may adopt policies and procedures for the approval or pre-approval of such services which may include delegation of authority to a designated member or members of the Committee to approve such services so long as any such approvals are disclosed to the full Committee at its next scheduled meeting.
- Review and approve all related party transactions as defined by the Regulations.
- Review and issue appropriate recommendations to the full Board with respect to any requests for waiver of the Code of Ethics submitted by the Company’s senior financial officers, executive officers or directors.
By adopting this Charter, the Board delegates to the Committee full authority in its discretion to:
- Perform each of the responsibilities of the Committee described above pursuant to such rules and procedures for notice and conduct of its meetings as the Committee shall determine to be appropriate, to the extent consistent with any applicable provisions of the Company’s Bylaws and Governance Guidelines.
- Delegate any or all of the responsibilities of the Committee to a subcommittee of the Committee, to the extent consistent with the provisions of this Charter, the Company’s Bylaws and applicable Regulations.
- Appoint a chair of the Committee, unless a chair is designated by the Board.
- Engage independent counsel and other advisers as the Committee determines necessary to carry out its responsibilities.
- Cause the officers of the Company to provide such funding as the Committee shall determine to be appropriate for payment of compensation to the Company’s independent auditor and any legal counsel or other advisers engaged by the Committee, and payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.