Walter Investment Management Corp Stock Information

    Annual Reports
    Board of Directors
    Conference Calls/Presentations
    Corporate Governance
    E-mail Alerts
    Annual Reports/Proxy Statements
    Ownership
    SEC Filings
    Stock Information
    Contact Investor Relations
    Mortgage-Backed Securities

    Home
    Sitemap

    Investor Relations :: Corporate Governance - Committee


    Corporate Governance - Committee

    Corporate Governance | Code of Business Conduct | Communications with the Board
    << Back
    Committee Members
    ChairpersonWilliam J. Meurer
    Committee MemberAlvaro G. de Molina
    Committee MemberMichael M. Bhaskaran
    Committee MemberNeal P. Goldman
    Audit Committee Charter

    WALTER INVESTMENT MANAGEMENT CORP.
    AUDIT COMMITTEE CHARTER

    (as amended and restated on February 24, 2014)

    I. PURPOSE

    1. The primary function of the Audit Committee (the “Committee”) is to assist the Board of Directors (the “Board”) of Walter Investment Management Corp. (the “Corporation”) in fulfilling its oversight of:
      1. The quality and integrity of the Corporation's financial statements;
      2. The Corporation's compliance with legal and regulatory requirements;
      3. The independent registered public accounting firm's qualifications, performance and independence; and
      4. The performance of the Corporation's internal audit function.
    2. The Audit Committee shall prepare the audit committee report required by the Securities and Exchange Commission (the “SEC”) to be included in the Corporation’s annual proxy statement.

    The Audit Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of this Charter. This Charter, however, is not intended to, and does not create by its own force, any legal or fiduciary duties or responsibilities or form the basis for a breach of fiduciary duty or potential liability if not complied with.

    The Audit Committee shall be given full access to the Corporation’s internal auditors, Board of Directors, corporate executives and independent registered public accounting firm as necessary to carry out its responsibilities hereunder.

    II. COMPOSITION

    Composition and Qualifications

    The Audit Committee shall be comprised of three or more members of the Board, each of whom shall be determined by the Board to be “independent” under the rules of the New York Stock Exchange and Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All members of the Audit Committee shall have a working familiarity with basic finance and accounting practices (or acquire such familiarity within a reasonable period after his or her appointment) and at least one member must be an “audit committee financial expert” as defined by the SEC. No member of the Audit Committee may serve on the audit committee of more than three public companies, including the Corporation, unless the Board (i) determines that such simultaneous service would not impair the ability of such member to effectively serve on the Audit Committee and (ii) discloses such determination either on or through the Corporation’s website or in the annual proxy statement.

    III. MEETINGS

    The Audit Committee shall meet at least quarterly, or more frequently as circumstances dictate. As part of its goal to foster open communication, the Audit Committee shall periodically meet separately with each of management, the independent registered public accounting firm and the internal auditors (or other personnel responsible for the internal audit function) to discuss any matters that the Audit Committee or each of these groups believe would be appropriate to discuss privately. In addition, the Audit Committee should meet with the independent registered public accounting firm and management quarterly to review the Corporation’s financial statements in a manner consistent with that outlined in Section IV of this Charter.

    IV. RESPONSIBILITIES AND DUTIES

    To fulfill its responsibilities and duties, the Audit Committee shall:

    Financial Documents/SEC Reports Review

    1. Review and discuss with financial management and the Corporation’s independent registered public accounting firm the Corporation’s annual consolidated financial statements and disclosures made in the section of the Corporation’s Annual Report on Form 10-K (“Annual Report”) entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” to be included in the Corporation’s Annual Report prior to its filing with the SEC or the release of earnings for the year, and recommend to the Board whether the audited consolidated financial statements should be included in the Corporation’s Annual Report.

    2. Review and discuss with financial management and the Corporation’s independent registered public accounting firm the Corporation’s quarterly consolidated financial statements, and the disclosures to be made in the section of the Corporation’s Quarterly Report on Form 10-Q (the “Quarterly Report”) entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” to be included in the Corporation’s Quarterly Report prior to its filing with the SEC or the release of earnings for the quarter, including the results of the registered public accounting firm’s reviews of the quarterly financial statements.

    3. Review and discuss with management and the independent registered public accounting firm prior to public dissemination the Corporation’s earnings press releases (including the use of any “pro forma” or “adjusted” non-GAAP information and measures), as well as financial information and earnings guidance provided to analysts and rating agencies that have not been previously reviewed by the Audit Committee. The Audit Committee’s discussion in this regard may be general in nature (i.e., discussion of the types of information to be disclosed and the type of presentation to be made).

    4. Review and discuss, before disclosure to governmental bodies or the public, such other financial or other information as the Audit Committee may require.

    5. Review disclosures made to the Audit Committee by the Corporation’s Chief Executive Officer and Chief Financial Officer during their certification process for the Corporation’s Annual Report and Quarterly Report concerning (a) any significant deficiencies in the design or operation of internal control over financial reporting or material weakness therein; and (b) any fraud involving management or other employees who have a significant role in the Corporation’s internal control over financial reporting.

    Independent Accountants

    6. Be directly responsible for the appointment, compensation, retention, oversight and termination of any independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation (including the selection of the registered public accounting firm to be employed by the Corporation for the purpose of preparing or issuing an audit report on the Corporation’s annual financial statements or related work, the determination of the scope, planning and staffing of the registered public accounting firm’s engagement, the approval of the fees and other compensation to be paid to the registered public accounting firm, and the resolution of disagreements between management and the independent registered public accounting firm regarding financial reporting).

    7. Inform each independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation that such firm must report directly to the Audit Committee.

    8. Pre-approve all auditing services (which may entail providing comfort letters in connection with securities underwritings) and non-audit services (other than “prohibited non-audit services”) to be provided to the Corporation by its independent registered public accounting firm. The Audit Committee may delegate authority to one or more members to grant pre-approvals of audit and permitted non-audit services; provided that any such pre-approvals shall be presented to the full Committee at its next scheduled meeting.

    The following shall be “prohibited non-audit services”: (i) bookkeeping or other services related to the accounting records or financial statements of the Corporation; (ii) financial information systems design and implementation; (iii) appraisal or valuation services, providing fairness opinions or preparing contribution-in-kind reports; (iv) actuarial services; (v) internal audit outsourcing services; (vi) management functions or human resources; (vii) broker or dealer, investment adviser or investment banking services; (viii) legal services and expert services unrelated to the audit; and (ix) any other service that the Public Company Accounting Oversight Board (the “PCAOB”) prohibits through regulation.

    Notwithstanding the foregoing, pre-approval is not necessary for minor non-audit services if: (i) the aggregate amount of all such non-audit services provided to the Corporation constitutes not more than five percent of the total amount of revenues paid by the Corporation to its registered public accounting firm during the fiscal year in which the non-audit services are provided; (ii) such services were not recognized by the Corporation at the time of the engagement to be non-audit services; and (iii) such services are promptly brought to the attention of the Audit Committee and approved prior to the completion of the audit by the Audit Committee or by one or more members of the Audit Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Audit Committee.

    9. Review, at least annually, the qualifications, performance and independence of the independent registered public accounting firm and present its conclusions with respect to the independent registered public accounting firm to the full Board . In conducting its review and evaluation, the Audit Committee should:

    1. obtain and review a report by the Corporation’s independent registered public accounting firm: (i) describing the firm’s internal quality-control procedures; (ii) describing 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, including the PCAOB, within the preceding five years, respecting one or more independent audits carried out by such firm, and any steps taken to deal with any such issues; and (iii) assessing the firm’s independence, all relationships between such firm and the Corporation;
    2. review and evaluate the lead audit partner of the independent registered public accounting firm;
    3. confirm and evaluate the rotation of the audit partners on the audit engagement team as required by law, and consider whether there should be regular rotation of the independent registered public accounting firm itself; and
    4. take into account the opinions of management and the Corporation's internal auditors.

    10. At least annually, obtain from the independent registered public accounting firm assurance that Section 10A(b) of the Exchange Act entitled “Required Response to Audit Discoveries” has not been implicated in the course of the conduct of any audit covered by such statute.

    11. Review with the independent registered public accounting firm (i) any audit problems or difficulties encountered by such firm in the course of the review or audit work, including any restrictions on the scope of its activities or on access to requested information, and any significant disagreements with management and (ii) management’s responses to such matters. Without excluding other possibilities, the Audit Committee may wish to review with the independent registered public accounting firm (i) any accounting adjustments that were noted or proposed by such firm but were “passed” (as immaterial or otherwise), (ii) any communications between the audit team and the audit firm’s national office respecting auditing or accounting issues presented by the engagement and (iii) any “management” or “internal control” letter issued, or proposed to be issued, by the independent registered public accounting firm to the Corporation.

    12. Establish clear hiring policies for employees or former employees of the independent registered public accounting firm. At a minimum, these policies must provide that any registered public accounting firm may not provide audit services to the Corporation if the CEO, controller, CFO, chief accounting officer or any person serving in an equivalent capacity for the Corporation was employed by the registered public accounting firm and participated in any capacity in the audit of the Corporation during the one-year period preceding the date of the initiation of the audit.

    Financial Reporting Processes

    13. In consultation with the independent registered public accounting firm, management and the internal auditors, review the integrity of the Corporation’s financial reporting processes.

    14. The Audit Committee must obtain and discuss with management and the independent registered public accounting firm reports from management and the independent registered public accounting firm regarding:

    • all critical accounting policies and practices to be used by the Corporation;
    • analyses prepared by management and/or the independent registered public accounting firm setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including all alternative treatments of financial information within generally accepted accounting principles related to material items that have been discussed with the Corporation’s management, the ramifications of the use of the alternative disclosures and treatments, and the treatment preferred by the independent registered public accounting firm;
    • major issues regarding accounting principles and financial statement presentations, including any significant changes in the Corporation’s selection or application of accounting principles;
    • major issues as to the adequacy of the Corporation’s internal controls and any special audit steps adopted in light of material control deficiencies, any other actions taken in light of significant deficiencies and material weaknesses, and the adequacy of disclosures about changes in internal control over financial reporting; and
    • any other material written communications between the independent registered public accounting firm and management, such as any management letter or schedule of unadjusted differences.

    15. Review periodically the effect of regulatory and accounting initiatives, as well as offbalance sheet structures (if any), on the financial statements of the Corporation.

    16. Review and discuss with management and the independent registered public accounting firm the Corporation’s guidelines and policies with respect to risk assessment and risk management. The Audit Committee should discuss the Corporation’s major financial risk exposures and the steps management has taken to monitor and control such exposures.

    17. Discuss with the independent registered public accounting firm the matters required to be discussed by the applicable auditing standards adopted by the PCAOB and approved by the SEC from time to time.

    Internal Audit

    18. Review and discuss with the independent registered public accounting firm the responsibilities, budget and staffing of the Corporation’s internal audit function.

    19. Review the activities, organizational structure, and qualifications of those involved in the Corporation’s internal auditing function (including the planning, scope and staffing of internal audits).

    20. Review, at least annually, the charter of the internal audit function and obtain an annual certification of compliance with the requirements of such charter.

    21. Review, as necessary, the process and any significant reports or summaries prepared by those involved in the Corporation’s internal auditing function and management’s response.

    Legal Compliance / General

    22. Review with the Corporation’s counsel any legal matter that could have a significant impact on the Corporation’s financial statements.

    23. Establish procedures for: (i) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls, or auditing matters; and (ii) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

    Review and Approval of Related Party Transactions

    24. Unless otherwise approved or ratified by the Board, the Audit Committee shall review and approve or ratify all transactions between the Corporation and any Related Person that are required to be disclosed pursuant to Item 404(a) of Regulation S-K (“Item 404(a)”). “Related Person” shall have the meaning given to such term in Item 404(a), as amended from time to time.

    Reports

    25. Prepare the Audit Committee report required by the SEC to be included in the Corporation’s annual proxy statement.

    26. Report regularly to the Board including:

    1. with respect to any issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements, the qualification, performance and independence of the Corporation’s independent registered public accounting firm or the performance of the internal audit function;
    2. following all meetings of the Audit Committee; and
    3. with respect to such other matters as are relevant to the Audit Committee's discharge of its responsibilities.

    The Audit Committee shall provide such recommendations to the Board as the Audit Committee may deem appropriate. The report to the Board may take the form of an oral report by the Chairperson or any other member of the Audit Committee designated by the Audit Committee to make such report.

    27. Maintain minutes or other records of meetings and activities of the Audit Committee.

    V. AUTHORITY TO ENGAGE ADVISORS; FUNDING

    The Audit Committee, in discharging its oversight role, is empowered to study or investigate any matter of interest or concern that the Committee deems appropriate. In this regard, the Audit Committee shall have the sole authority to engage and terminate independent counsel and other advisors, as it determines necessary or appropriate to carry out its duties. The Corporation shall provide appropriate funding, as determined by the Audit Committee, for payment of compensation to the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the Corporation and any advisors that the Audit Committee chooses to engage, as well as funding for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

    VI. LIMITATIONS INHERENT IN THE COMMITTEE'S ROLE

    While the Audit Committee has the duties and responsibilities set forth in this Charter, the Audit Committee is not responsible for planning or conducting the audit or for determining whether the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. Similarly, it is not the responsibility of the Audit Committee to ensure that the Corporation complies with all laws and regulations and its Code of Conduct. Moreover, while the Audit Committee is responsible for reviewing the Corporation’s policies and practices with respect to risk assessment and management, it is the responsibility of the Chief Executive Officer and senior management to determine the appropriate level of the Corporation’s exposure to risk.

    In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not full-time employees of the Corporation or accounting firms registered with the PCAOB. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to set auditor independence standards, and each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons and organizations within and outside the Corporation from which it receives information, (ii) the accuracy of the financial and other information provided to the Audit Committee absent actual knowledge to the contrary (which shall be promptly reported to the Board) and (iii) statements made by management or third parties.

    VII. ANNUAL PERFORMANCE EVALUATION

    The Audit Committee shall perform a review and evaluation, at least annually, of the performance of the Audit Committee and its members, including by reviewing the compliance of the Audit Committee with this Charter. In addition, the Audit Committee shall review and reassess, at least annually, the adequacy of this Charter and recommend to the Board any improvements to this Charter that the Audit Committee considers necessary or appropriate. The Audit Committee shall conduct such evaluations and reviews in such manner as it deems appropriate.

     

     

     

    Print Page Print Page | E-mail Page E-mail Page | RSS Feeds RSS Feeds | E-mail Alerts E-mail Alerts | IR Contacts IR Contacts | Financial Tear Sheet Tear Sheet