Casey's General Stores, INC.
The Audit Committee is appointed by the Board of Directors (the "Board") to assist the
Board in monitoring (1) the integrity of the financial reporting processes and systems of
internal accounting and financial controls of the Company; (2) the independent auditor's
qualifications and independence; (3) the performance of the Company's internal and
independent auditors; and (4) the compliance by the Company with applicable financial
legal and regulatory requirements.
The Audit Committee shall consist of no fewer than three members. The members of the
Audit Committee shall meet the independence and experience requirements of the
NASDAQ, Section 10A of the Securities Exchange Act of 1934 (the "Exchange Act")
and the rules and regulations of the Securities and Exchange Commission (the
"Commission").
The Audit Committee shall meet as often as it determines necessary or desirable, but not
less frequently than quarterly. The Audit Committee shall meet periodically with
management, the internal auditors and the independent auditor in separate executive
sessions. The Audit Committee may request any officer or employee of the Company or
the Company's outside counsel or independent auditor to attend a meeting of the
Committee or to meet with any members of, or consultants to, the Committee.
Authority and Responsibilities
The Audit Committee shall be directly responsible for the appointment, termination,
compensation and oversight of the work of the independent auditor (including resolution
of disagreements between management and the independent auditor regarding financial
reporting) for the purpose of preparing or issuing an audit report or related work. The
independent auditor shall report directly to the Audit Committee.
The Audit Committee shall pre-approve all audit and any permitted non-audit services
provided to the Company by the independent auditors and the fees to be paid for those
services. The Audit Committee may form and delegate authority to subcommittees
consisting of one or more members when appropriate, including the authority to grant
pre-approvals of certain audit and permitted non-audit services, provided that decisions of
such subcommittee to grant pre-approvals shall be presented to the full Audit Committee
at its next scheduled meeting.
The Audit Committee shall have the authority, to the extent it deems necessary or
appropriate, to retain special legal, accounting or other consultants to advise the
Committee. The Company shall provide for appropriate funding, as determined by the
Audit Committee, for payment of compensation to the independent auditor for the
purpose of rendering or issuing an audit report or performing other permitted services and
to any consultants engaged by the Audit Committee.
The Audit Committee shall make regular reports to the Board. The Audit Committee
shall review and reassess the adequacy of this Charter annually and recommend any
proposed changes to the Board for approval. The Audit Committee shall annually review
the Audit Committee's own performance.
The Audit Committee shall:
- Review and discuss with management and the independent auditor the
annual audited and quarterly financial statements, including disclosures made in
management's discussion and analysis, earnings press releases and any earnings guidance
to analysts and rating agencies, prior to the release of quarterly and annual earnings
results.
- Discuss with management and the independent auditor significant financial
reporting issues and judgments made in connection with the preparation of the
Company's financial statements, including any significant changes in the Company's
selection or application of accounting principles and the adequacy of the Company's
internal controls.
- Review and discuss with the independent auditors:
- the scope, planning, and staffing of the audit;
- any problems or difficulties encountered in the course of the audit,
including any restrictions on the scope of the independent auditor's activities or on access
to requested information and management's response, and any significant disagreements
with management;
- any report by the independent auditor as required by Section 10A of
the Exchange Act, including any report related to critical accounting policies and
practices to be used, 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 independent auditor, and other material written communications between the
independent auditor and management; and
- the matters required to be discussed by the auditing standards
currently in effect relating to the auditor's communication with those charged with
governance.
- Discuss with management the Company's major risk exposures and the steps management has taken to monitor and control such exposures.
- Review any disclosures made to the Audit Committee by the Company's
CEO and CFO during their certification process for the Form 10-K and Form 10-Q about
any significant deficiencies in the design or operation of internal controls or material
weaknesses therein and any fraud involving management or other employees who have a
significant role in the Company's internal controls.
- Obtain and review a report from the independent auditor at least annually
regarding (i) the independent auditor's internal quality-control procedures, (ii) 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, (iii) any steps taken to deal with any such issues, and (iv) all relationships
between the independent auditor and the Company.
- Evaluate the qualifications, performance and independence of the
independent auditor, including considering of whether the auditor's quality controls are
adequate and the provision of permitted non-audit services is compatible with
maintaining the auditor's independence, and taking into account the opinions of
management and internal auditors.
- Review and evaluate the lead partner of the independent auditor team and
ensure the rotation of the lead (or coordinating) audit partner having primary
responsibility for the audit and the audit partner responsible for reviewing the audit as
required by law.
- Discuss with the internal auditor and management the Company's internal audit department responsibilities. Annually, review and approve the internal audit charter, scope of the internal audit plan, and related budget and resources.
- Review the appointment, performance and compensation of the senior internal auditing executive and the overall performance of the internal audit function.
- Review any significant issues reported to management by the internal audit department and management's responses. Such review should include any difficulties encountered in the course of the audit work, including any restrictions on the scope of the engagement.
- Review and approve hiring of any persons who are employees or former members of the engagement team of the external audit firm.
- Establish procedures for (i) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting controls
or auditing matters, and (ii) the confidential, anonymous submission by employees of
concerns regarding questionable accounting or auditing matters. Such procedures may be
amended from time to time by the Audit Committee.
- Discuss with management and the independent auditor any correspondence
with regulators or governmental agencies and any published reports which raise material
issues regarding the Company's financial statements or accounting policies.
- Discuss with the Company's counsel all legal matters that may have a
material impact on the financial statements or the Company's compliance policies.
While the Audit Committee has the responsibilities, duties, and powers set forth in this
Charter, it is not the duty of the Audit Committee to plan or conduct audits or to
determine that the Company's financial statements and disclosures are complete and
accurate and are in accordance with generally accepted accounting principles and
applicable rules and regulations. These are the responsibilities of management and the
independent auditor.
As Amended: September 6, 2023