- Superior Energy Services
- 1001 Louisiana Street
- Suite 2900
- Houston, TX 77002
- Phone: +1 713 654 2200
- Fax: +1 713 654 2205
Corporate Governance - Audit Committee
Superior Energy Services, Inc.
Audit Committee Charter
(As revised by the Board of Directors on August 8, 2018)
Organization; Member Qualification
The audit committee will consist of a minimum of three directors. The members of the audit committee will be appointed by the board of directors upon the recommendation of its nominating and corporate governance committee, and will serve at the pleasure of the board of directors and for such term or terms as the board of directors may determine. The audit committee’s chairperson will be designated by the board of directors. Each member of the audit committee will meet the independence and financial literacy requirements of the New York Stock Exchange (the “NYSE”) and any other applicable legal or regulatory requirements. In addition, at least one member of the audit committee will be an “audit committee financial expert” as defined by the NYSE.
Authority and Responsibilities
The primary responsibility of the audit committee will be to assist the board of directors in its oversight of the integrity of (i) the Company’s financial statements, (ii) the independent auditor’s qualifications, independence and performance, (iii) the performance of the Company’s internal audit function and (iv) the Company’s compliance with legal and regulatory requirements relating to accounting and financial reporting matters.
In carrying out its duties, the audit committee will have the authority and responsibility to:
- Appoint, terminate and compensate the Company’s independent auditor and review the services provided by them. The audit committee will also pre-approve any permitted non-audit services provided by the independent auditor. The audit committee may delegate such responsibility (other than with respect to the audit of the Company’s financial statements) to its chairman, provided that decisions to grant pre-approvals will be presented to the audit committee at its next meeting.
- Review and evaluate the qualifications, performance and independence of the independent auditor, including the performance of the lead audit partner, and monitor the regular rotation of the lead audit partner as required by law.
- Meet with the independent auditor and financial management to review and discuss the arrangements for and the scope of the proposed audit and quarterly reviews for the current year, the procedures to be utilized and at the conclusion thereof review such audit or review, including any comments or recommendations of the independent auditors.
- Consult with the independent auditor as necessary each year concerning their audit report, or proposed audit report, their written disclosures regarding their independence and their written report regarding the independent auditor’s internal quality control procedures and material issues raised by such review or by any inquiry or investigation by governmental or professional authorities.
- Set hiring policies for employees or former employees of the independent auditor consistent with applicable legal, regulatory or NYSE requirements.
- Discuss generally the Company’s earnings press releases and, if provided to analysts and rating agencies, earnings guidance. The audit committee need not discuss in advance each instance in which the Company may provide earnings guidance.
- Discuss with management and the independent auditor the Company’s annual audited financial statements, including the disclosures made in “management’s discussion and analysis of financial condition and results of operation.” The audit committee will also recommend to the board of directors whether the audited financial statements and related disclosures should be included in the Company’s Form 10-K.
- Discuss with management and the independent auditor the Company’s interim financial statements and disclosures made under “management’s discussion and analysis of financial condition and results of operation” prior to the filing of the Company’s quarterly report on Form 10-Q.
- Oversee the internal audit function, including reviewing and approving the appointment, replacement or dismissal of the Vice President-Internal Audit who will report directly to the audit committee and administratively to the Chief Financial Officer, review the annual internal audit plan and any material changes, review internal audit activities and the effectiveness of the internal audit program.
- Review and discuss separately with the independent auditor and the Vice President-Internal Audit, any problems or difficulties encountered during their audits, any significant disagreements with management and management’s response to such problems, difficulties or disagreements.
- Discuss with management, the internal auditor and the independent auditor the adequacy and effectiveness of the Company's internal controls, including any significant deficiencies or material weaknesses in the design or operation of, and any material changes in, the Company's internal controls.
- Discuss and review with management, at least once a year, the Company’s decision to enter into swaps and other derivative transactions that are exempt from exchange-execution and clearance under “end-user exception” regulations, and review and discuss with management applicable Company policies governing the Company’s use of swaps subject to the end-user exception.
- Discuss with management periodically the Company’s policies with respect to risk assessment and risk management.
- Review legal and regulatory matters that may have a material impact on the Company’s financial statements or the Company’s compliance policies and internal controls with the General Counsel.
- Receive reports of any violations of the Company’s “Our Shared Core Values at Work” by directors or officers elected by the directors.
- Review the procedures to receive, retain and address complaints regarding accounting, internal accounting controls and auditing matters, including procedures for the confidential, anonymous submission by Company employees of concerns regarding questionable accounting or auditing matters.
Resources and Authority
The audit committee will have the appropriate resources, including appropriate funding, and authority to discharge its responsibilities as required by law, in such amounts as the audit committee deems necessary, to compensate the independent auditor, legal counsel and any other independent advisors retained by the audit committee. In performing its duties, the audit committee is authorized to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company as the audit committee may deem necessary or appropriate.
The audit committee will meet at least four times annually, and more frequently if the committee determines it to be appropriate. To foster open communications, the audit committee may invite other directors or representatives of management, the independent and internal auditors to attend any of its meetings, but reserves the right in its discretion to meet in executive session.
Annual Report; Annual Review
The audit committee will make an annual report, which will be included in the proxy statement for the annual meeting of stockholders. The audit committee will also perform annually an evaluation of its performance and effectiveness, and will consider whether any changes to this charter are appropriate. This annual review will be submitted to the board of directors for review and discussion.
Role of the Audit Committee
Although the audit committee has the powers and responsibilities set forth in this charter, the role of the audit committee generally is oversight. The members of the audit committee are not employees of the Company and generally are not accountants or auditors by profession. The Company’s management is responsible for developing the Company’s accounting practices, preparing the Company’s financial statements, maintaining internal controls, maintaining disclosure controls and procedures, and preparing the Company’s disclosure documents in compliance with all applicable legal requirements. The internal auditors are responsible primarily for objectively assessing the Company’s internal controls. The independent auditor is responsible primarily for auditing and attesting to the Company’s financial statements and evaluating the Company’s internal controls. The functions of the audit committee are not intended to duplicate, certify or guaranty the activities of management or the independent and internal auditors.
|Michael M. McShane|
|Peter D. Kinnear|