Last revised April 19, 2016
WEIS MARKETS, INC.
AUDIT COMMITTEE CHARTER
I. Purpose The primary objective of the Weis Markets, Inc. Audit Committee (“Audit Committee”) is to assist the Weis Markets, Inc. Board of Directors (“the Board”) in fulfilling its oversight responsibilities with respect to (a) the financial statements and other financial information provided by Weis Markets, Inc, (“the Company”) to its stockholders, the public and others, (b) the Company’s compliance with legal and regulatory requirements and all timelines, (c) the selection and retention of the independent registered public accounting firm (“the Firm”) and periodic evaluation of the Firm’s qualifications and independence and (d) the performance of the Company’s internal audit function and the Firm, and (e) the effectiveness of the Company’s internal control over financial reporting. Although the Audit Committee has the powers and responsibilities set forth in this Charter, the role of the Audit Committee is oversight. The members of the Audit Committee are not full-time employees of the Company and may or may not be accountants or auditors by profession or experts in the fields of accounting or auditing and, in any event, do not serve the Company in such capacity. Consequently, it is not the duty of the Audit Committee to conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate, are in accordance with generally accepted accounting principles, and in compliance with legal or regulatory obligations.. Management is responsible for the Company’s financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting. The Firm’s responsibility is to review the Company’s unaudited interim financial statements, express an opinion on the Company’s annual financial statements, and express an opinion on the effectiveness of the Company’s internal control over financial reporting based on their audits.
II. Organization The Audit Committee shall consist of at least three directors, each of whom shall satisfy the independence and financial literacy requirements of Section 10A of the Securities Exchange Act and the rules promulgated thereunder, the New York Stock Exchange and any other regulatory requirements, and at least one of whom shall have been determined by the Board to be an “audit committee financial expert” as defined under rules promulgated by the Securities and Exchange Commission. The members of the Audit Committee shall be appointed by the Board which shall also designate one member as chairperson or delegate the authority to designate a chairperson to the Committee. The Audit Committee may form and delegate authority to subcommittees when appropriate.
III. Meetings The Audit Committee shall meet at least four times per year on a quarterly basis, or more frequently as circumstances require. As part of its job to foster open communication, the Audit Committee shall meet at least quarterly with management, the Chief Internal Auditor and the Firm in separate executive sessions to discuss any matters that the Audit Committee or each of these groups believes should be discussed privately.
IV. Authority and Responsibilities The Audit Committee, in carrying out its responsibilities, believes its policies and procedures should remain flexible in order to best react to changing conditions and circumstances. The Committee will take appropriate actions to monitor the overall corporate “tone: for quality financial reporting, sound business risk practices, and ethical behavior. To fulfill its responsibilities, the Audit Committee shall:
With respect to the Firm: 1. Be directly and solely responsible for the appointment, compensation, retention and oversight of the work of the Firm (including resolution of disagreements between management and the Firm regarding financial reporting) for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the company. The Audit Committee shall consult with management and the internal audit group but shall not delegate these responsibilities. The Firm must report directly to the Audit Committee. 2. Have the sole authority to review in advance, and grant any appropriate pre-approvals, of (a) all auditing, review or attest services to be provided by the Firm and (b) all non-audit services to be provided by the Firm as permitted by Section 10A of the Securities Exchange Act and the rules promulgated thereunder, and, in connection therewith, to approve all fees and other terms of engagement. The Audit Committee shall also consider establishing pre-approval policies and procedures as well as review and approve disclosures required to be included in Securities and Exchange Commission periodic reports filed under Section 13(a) of the Securities Exchange Act with respect to non-audit services. 3. Review on an annual basis the performance of the Firm. 4. Ensure that the Firm submits to the Audit Committee on an annual basis a written statement consistent with PCAOB (Public Company Accounting Oversight Board) Rule 3526, discuss with the Firm any disclosed relationships, compensation arrangements or services that may impact the objectivity and independence of the Firm and satisfy itself as to the Firm’s independence. 5. At least annually, obtain and review an annual report from the Firm describing (a) the Firm’s internal quality control procedures and (b) any material issues raised by the most recent internal quality control review, or peer review, of the Firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the Firm, and any steps taken to deal with any such issues. 6. Confirm that (a) the lead audit partner and the concurring audit partner responsible for the audit, has not performed audit services for the Company in excess of the five previous fiscal years (including the current year), and (b) each audit partner, other than the lead audit and concurring partners, has not performed audit services for the Company in excess of the seven previous fiscal years (including the current year). Consider whether, in order to assure continuing auditor independence, it is appropriate to adopt a policy of rotating the Firm on a regular basis. 7. Review, at least once prior to the filing of the audit report with the Securities and Exchange Commission, all reports required to be submitted by the Firm to the Audit Committee under Section 10A of the Securities Exchange Act and the rules promulgated thereunder, including (a) all critical accounting policies and practices used by the Company, (b) all alternative accounting treatments of financial information within generally accepted accounting principles (GAAP) related to material items that have been discussed with management of the Company, including the ramification of the use of such alternative treatments and disclosures and the treatment preferred by the Firm, and (c) other material written communications between the Firm and management of the Company, including management representation letters, reports on observations and recommendations on internal controls, schedules of material adjustments and reclassifications proposed, and a listing of adjustments and reclassifications not recorded, if any, engagement letters and independence letters. 8. Review, based upon the recommendation of the Firm and the Chief Internal Auditor, the scope and plan of the work to be done by the Firm.
With respect to the annual financial statements: 9. Review and discuss with management, the internal audit group and the Firm the Company’s annual audited financial statements, including disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 10. Discuss with the Firm the matters required to be discussed by PCAOB Auditing Standard 16, as amended, relating to the conduct of the audit. 11. Recommend to the Board, if appropriate, that the Company’s annual audited financial statements be included in the Company’s annual report on Form 10-K for filing with the Securities and Exchange Commission. 12. Prepare the report required by the Securities and Exchange Commission to be included in the Company’s annual proxy statement and any other reports of the Audit Committee required by applicable securities laws or stock exchange listing requirements or rules.
With respect to quarterly financial statements: 13. Review and discuss with management, the internal audit group and the Firm the Company’s quarterly financial statements, including disclosures made in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Firm’s review of the quarterly financial statements, and any other matters required to be communicated to the Audit Committee by the Firm under PCAOB standards, prior to submission to stockholders, any governmental body, any stock exchange or the public.
Annual reviews: 14. Discuss with management and the Firm major issues regarding accounting principles used in the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles, and major issues as to the adequacy and effectiveness of the Company’s internal control over financial reporting and specific remedial actions adopted in light of significant deficiencies or material weaknesses. Review and discuss analyses prepared by management and/or the Firm setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative approaches under GAAP.
Periodic reviews: 15. Periodically review separately with each of management, the Firm and the internal audit group (a) any significant disagreement between management and the Firm or the internal audit group in connection with the preparation of the financial statements, (b) any difficulties encountered during the course of the audit, including any restrictions on the scope of work or access to required information and (c) management’s response to each. 16. Periodically discuss with the Firm, without management being present, (a) their judgments about the quality and appropriateness of the Company’s accounting principles and financial disclosure practices as applied in its financial reporting and (b) the completeness and accuracy of the Company’s financial statements. 17. Consider and approve, if appropriate, significant changes to the Company’s accounting principles and financial disclosure practices as suggested by the Firm, management or the internal audit group. Review with the Firm, management and the internal audit group, at appropriate intervals, the extent to which any changes or improvements in accounting or financial practices, as approved by the Audit Committee, have been implemented. 18. Review and discuss with management, the internal audit group, the Firm and the Company’s in- house and independent counsel, as appropriate, any legal, regulatory or compliance matters that could have a significant impact on the Company’s financial statements, including applicable changes in accounting standards or rules.
Discussions with management: 19. Review and discuss with management the Company’s earnings press releases, including the use of non-GAAP financial information (as defined in Regulation G), as well as financial information and earnings guidance provided to analysts and rating agencies. Such discussions may be done generally (i.e., discussion of the types of information to be disclosed and the types of presentations to be made). 20. Review and discuss with management all material off-balance sheet transactions, arrangements, obligations (including contingent obligations) and other relationships of the Company with unconsolidated entities or other persons, that may have a material current or future effect on financial condition, changes in financial condition, results of operations, liquidity, capital resources, capital reserves or significant components of revenues or expenses. 21. Review and discuss with management the Company’s major risk exposures and the steps management has taken to monitor, control and manage such exposures, including the Company’s risk assessment and risk management guidelines and policies.
With respect to the internal audit function and internal controls: 22. Review, based upon the recommendation of the Firm and the Chief Internal Auditor, the scope and plan of the work to be done by the internal audit group and the responsibilities, budget and staffing needs of the internal audit group. 23. Review and approve the appointment and replacement of the Company’s Chief Internal Auditor who shall have direct access to the Committee. 24. Review on an annual basis the performance of the internal audit group. 25. In consultation with the Firm and the internal audit group, review the adequacy of the Company’s internal control structure and procedures designed to ensure compliance with laws and regulations, and any special audit steps adopted in light of significant deficiencies and material weaknesses in controls. 26. Establish procedures for (a) the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. 27. Review (i) the internal control report prepared by management, including management’s assessment of the effectiveness of the design and operation of the Company’s internal control structure and procedures for financial reporting, as well as the Company’s disclosure controls and procedures, with respect to each annual and quarterly report that the Company is required to file under the Securities Exchange Act and (ii) the Firm’s report on the effectiveness of internal control over financial reporting.
Other: 28. Review and approve significant related-party transactions as brought to their attention by Management. 29. Review and approve (a) any amendment or waiver in the Company’s code of ethics for the Chief Executive Officer and senior financial officers and (b) any public disclosure made regarding such amendment or waiver. 30. Establish a policy addressing the Company’s hiring of current or former partners, principals, shareholders or professional employees of the Firm who were engaged on the audits of the Company’s financial statements and internal control over financial reporting. 31. Review and reassess the adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Audit Committee. 32. Self-assess the Committee’s performance annually. 33. Report regularly to the Board. Review with the full Board any issues that have arisen with respect to the quality or integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Firm or the performance of the internal audit group. 34. Perform any other activities consistent with this Charter, the Company’s by-laws and governing law, as the Audit Committee or the Board deems necessary or appropriate.
V. Resources The Audit Committee shall have the authority to retain independent legal, accounting and other advisors, as it deems necessary, to carry out its duties. The Audit Committee may request any officer or employee of the Company or the Company’s outside counsel or Firm to attend a meeting of the Audit Committee or to meet with any members of, or consultants to, the Audit Committee. The Audit Committee shall be provided with appropriate funding, as determined by the Audit Committee, for payment of compensation to such independent legal, accounting or other advisors. The Audit Committee shall determine the extent of funding necessary for payment of: (a) Compensation to the Firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Company, (b) compensation to any advisers employed by the Committee, and (c) ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.