The Audit Committee Charter provides, in relevant part:
The Audit Committee assists the Board of Directors in overseeing:
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- the Company’s systems for monitoring compliance with and enforcement of the Company’s Ethics and Compliance Program.
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2. Duties and Responsibilities
d. Regarding Ethics and Compliance:
- Concurs in the replacement of the Company’s Chief Ethics and Compliance Officer, who shall report to the Audit Committee and the General Counsel.
- Receives periodic reports from the Chief Ethics and Compliance Officer regarding:
- The scope and status of the Ethics & Compliance Program and other procedures designed to promote an ethical culture and compliance with laws, regulations and Company policy, including the Code of Conduct and the Company’s risk assessment process. Reviews the Company’s system to monitor compliance and enforcement of these programs.
- Significant violations of Bechtel’s Code of Conduct and the Company’s responses thereto.
- Any allegation of fraud, whether or not material, that involves management or any employee who has a significant role in the company’s internal control over financial reporting.
- Any allegation or complaint regarding potentially significant accounting or financial reporting matters.
- Procedures for the receipt, retention and treatment of employee complaints received by the Company regarding accounting, internal controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting and auditing matters.