Unedited,Unrehearsed conversation with CEO Adam Miller.
The purpose of the Audit Committee of the Board of Directors (the "Board") of Cornerstone OnDemand, Inc., a Delaware corporation (the "Company"), shall be to:
In furtherance of these purposes, the Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as the Board may from time to time prescribe.
The Audit Committee's responsibility is one of oversight. The members of the Audit Committee are not employees of the Company, and they do not perform, or represent that they perform, the functions of management or the Outside Auditor. The Audit Committee relies on the expertise and knowledge of management, the internal auditor and the Outside Auditor in carrying out its oversight responsibilities. The management of the Company is responsible for preparing accurate and complete financial statements in accordance with generally accepted accounting principles ("GAAP") and for establishing and maintaining appropriate accounting principles and financial reporting policies and satisfactory internal control over financial reporting. The Outside Auditor is responsible for auditing the Company's annual consolidated financial statements and the effectiveness of the Company's internal control over financial reporting and reviewing the Company's quarterly financial statements. It is not the responsibility of the Audit Committee to prepare or certify the Company's financial statements or guarantee the audits or reports of the Outside Auditor, nor is it the duty of the Audit Committee to certify that the Outside Auditor is "independent" under applicable rules. These are the fundamental responsibilities of management and the Outside Auditor.
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The Audit Committee members shall be appointed by, and shall serve at the discretion of, the Board. The Audit Committee shall consist of at least three members of the Board. The Board may designate one member of the Audit Committee as its chair. The Audit Committee may form and delegate authority to subcommittees when appropriate. Members of the Audit Committee must meet the following criteria (as well as any other criteria required by the SEC):
The responsibilities and duties of the Audit Committee shall include: Review Procedures
Outside Auditor
Internal Audit
Regulatory Compliance and Other Matters
The Audit Committee shall meet at least once each fiscal quarter. The Audit Committee may meet either in person or telephonically, and at such times and places as the Audit Committee determines. The Audit Committee may establish its own meeting schedule, which it shall provide to the Board. The Audit Committee may invite to its meetings other Board members, Company management and such other persons as the Audit Committee deems appropriate in order to carry out its responsibilities. The Audit Committee may also act by unanimous written consent of its members (including electronic consent).
The Audit Committee shall meet separately with the Chief Executive Officer and separately with the Chief Financial Officer of the Company at such times as it deems appropriate to review the financial affairs of the Company. The Audit Committee will meet separately with the independent auditorsOutside Auditor of the Company and separately with the head of internal audit, at such times as it deems appropriate, but not less than quarterly.
The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board.
The Audit Committee shall make regular reports to the full Board on the actions and recommendations of the Audit Committee.
Members of the Audit Committee shall receive such fees, if any, for their service as Audit Committee members as may be determined by the Board in its sole discretion.
Members of the Audit Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board or any committee thereof.
The Outside Auditor and any other registered public accounting firm employed by the Company shall report directly to the Audit Committee. In addition, the Audit Committee may retain, as appropriate and at the Company's expense, outside legal, accounting or other advisors to advise or assist the Audit Committee in the performance of any of the responsibilities and duties set forth above. *****
Cornerstone OnDemand 1601 Cloverfield Blvd., Suite 600S Santa Monica, CA 90404
ir@csod.com