Continental Airlines, Inc. Board of Directors Audit Committee Charter - Feb. 17, 2009
6 Pages
English
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Continental Airlines, Inc. Board of Directors Audit Committee Charter - Feb. 17, 2009

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6 Pages
English

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CHARTER OF THE AUDIT COMMITTEEOF THE BOARD OF DIRECTORS OFCONTINENTAL AIRLINES, INC.As amended through February 18, 2009Establishment and Purpose1. This Charter of the Audit Committee (the “Committee”) of the Board of Directors (the “Board”) of C ontinental Airlines, Inc., a Delaware corporation (the “Company”), has been approved and adopted, as amended, by resolution of the Board adopted on February 18, 2009. The purposes of the Committee shall be to oversee the accounting and financial reporting processes and audits of the financial statements of the Company, to prepare the report required by applicable rules of t he Securities and Exchange Commission (“SEC”) to be included in the Company’s annual proxy statement and to otherwise assist the Board’s oversight of:(a) the integrity of the Company’s financial statements;(b) the Company’s compliance with legal and regulatory requirements;(c) the qualifications, independence and performance of the Company’s independent registered public accounting firm (the “Independent Auditors”);(d) the performance of the Company’s internal audit function; and(e) the Company’s systems of internal accounting and financial controls.In so doing, it i s the responsibility of t he Committee to maintain free and open communication between the Committee, the Independent Auditors, the internal auditors and management of the Company.Committee Member Qualifications2. The Committee shall at all times consist of at least ...

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CHARTER OF THE
AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF
CONTINENTAL AIRLINES, INC.
As amended through February 18, 2009
Establishment and Purpose
1.
This Charter
o
f
the Audit Committee (the “Committee”)
o
f
the Board of
D
irectors (the “Board”)
o
f
Continental Airlines, Inc., a Delaware corporation (the
“Company”), has been approved and adopted, as amended, by resolution
o
f
the Board
adopted on February 18, 2009. The purposes
o
f
the Committee shall be to oversee
t
he
accounting and financial reporting processes and audits
o
f
t
he financial statements
o
f
t
he
Company, to prepare
t
he report required by applicable rules
o
f
the Securi
t
ies and
Exchange Commission (“SEC”) to be included in
t
he Company’s annual proxy
statement
and to otherwise assist the Board’s oversight of:
(a)
t
he integrity
o
f the Company’s financial statements;
(b)
t
he Company’s compliance wi
t
h
legal and regulatory requirements;
(c)
t
he qualifica
t
ions, independence and performance of the
Company’s independent registered public accounting firm (the
“Independent Auditors”);
(d)
t
he performance of the Company’s internal audit function; and
(e)
t
he Company’s systems of internal accounting and financial
controls.
In so doing, it
is
t
he responsibility
o
f
the Committee to maintain free and open
communication between
t
he Committee,
t
he
I
ndependent Auditors,
t
he internal auditors
and management of the Company.
Committee Member Qualifications
2.
The Committee shall
a
t all
t
imes consist
o
f
a
t least
t
hree members
o
f
the
Board, and may consist
o
f
such greater number
o
f
members
o
f
the Board as
t
he Board
appoints to the Committee f
r
o
m
t
ime to time by resolution of the Board. Each member of
t
he Committee shall be a director
o
f
the Company who qualifies to be a member
o
f
an
audi
t committee pursuant to applicable law and
t
he rules
o
f
the New York Stock
Exchange
(
“NYSE”).
The
Committee
shall
be
comprised
o
f
directors
who
are
independent
o
f
management and
t
he Company
w
i
t
hin
t
he meaning of §10A of
t
he
Securities Exchange Act
o
f
1934, as amended, and
t
he rules of
t
he SEC and NYSE, and
t
he determination
o
f
a
director’s independence shall
be made by
t
he Board. All
Committee members must be financially literate, and at least
o
ne member must have the
accounting or financial expertise required by the rules of
t
he SEC and/or NYSE as
determined by
t
he Board.
Audi
t committee members shall not serve simultaneously on
t
he audit committees of
more than two other public companies wi
t
h
o
ut the prior approval
o
f the full Board.
2
3.
The members
o
f
the Committee shall be appointed or reappointed by the
Board at
the meeting
o
f
the Board immediately following each annual meeting
o
f
stockholders
o
f
the Company. Each member of
t
he Committee shall continue as a
member
t
hereof until his or her successor is appointed by
t
he Board or until his or her
earlier death, resignation, removal or cessation as a member of the Board.
Meetings
4.
The Board (upon
t
he recommendation
o
f
the Corporate Governance
Committee) or, if the Board shall fail
t
o do so,
t
he members
o
f
the Committee, shall
appoint a Chair of
t
he Committee from among
t
he members of
t
he Committee. If
t
he
Chair
o
f
t
h
e
C
o
mmittee is not present at any meeting
o
f
t
h
e
C
o
mmittee, the members
o
f
t
he Committee shall appoint
an acting Chair for such meeting. The Secretary
of
t
he
Company, or any Assistant Secretary
of the Company, shall attend each meeting of
t
he
Committee and shall act as secretary of such meeting
(
but shall not be present when
requested by the Committee).
5.
The time and place of meetings of the Committee and the procedures to be
followed at such meetings shall be determined from time
t
o
t
ime by
t
he members
o
f
the
Committee; provided that:
(a)
a quorum
f
o
r
meetings shall be a majority
o
f
t
he members, present
in person or by
t
e
lephone or other telecommunications device
permitting all persons participating in
t
he meeting to speak to and
hear each other;
(b)
t
he affirmative
vote
o
f
a
maj
o
r
i
t
y
of
t
he
members
o
f
the
Committee present at a meeting at which a quorum is present shall
be the act of the Committee;
(c)
t
he Committee may act by unanimous written consent signed by
each member of the Committee;
(d)
t
he Committee shall keep minutes
o
f
its proceedings and shall
deliver
t
he same (and reports and recommendations
t
o
t
he Board)
to the Secretary of the Company;
(e)
all minutes
o
f
meetings
o
f
the Committee, and all unanim
o
u
s
written consents
o
f
the Committee, shall be filed
w
i
t
h
the records
o
f
meetings of the Committee:
(f)
t
he Chair, or any
member of the Committee, or the Secretary of the
Company at
t
he
d
irection
o
f
the Chair
o
f
the Committee,
t
he
Chai
r
man
o
f
the Board or
t
he Chief Executive Officer
o
f
the
Company,
shall have
t
he authori
t
y
t
o
call meetings of
t
he
Committee; and
3
(g)
notice
o
f
the
t
ime and place
o
f
every regular meeting of
t
he
Committee (which meeting shall
be deemed a regular meeting if it
occurs on
t
he same date as a meeting
o
f
the Board
o
f
Directors)
shall be given in wri
t
ing or by facsimile or electronic mail
transmission
t
o each member
o
f
the Committee
a
t least five days
before any such regular meeting, and notice
o
f
the time and place
o
f
every special meeting of
t
he Committee shall be given in
writing or by facsimile or electronic mail transmissi
o
n
t
o each
member
o
f
the Committee not later
t
han
t
he close
o
f
business on
t
he second day
next preceding
t
he day
of
t
he meeting; provided
t
hat in each case a member may waive notice of any meeting.
Responsibilities
6.
The Committee shall review and assess at least annually its perf
o
r
mance,
and
t
he adequacy
o
f
this Charter in light
o
f
applicable law and
t
he rules
o
f
the SEC and
NYSE. A copy
o
f
t
h
is Charter as it
may
be amended from time
t
o
t
ime shall
be included
on
t
he Company’s website and in
t
he Company’s annual proxy statement
t
o
t
he extent
required by applicable rules of the NYSE and the SEC.
7.
The Committee shall review at least annually the internal audit procedures
o
f
the Company and advise and make recommendations
t
o
t
he Board on auditing
practices and procedures.
8.
The Committee shall be solely responsible for (a)
t
he appointment,
compensation, oversight
(
including resolution
o
f
disagreements between management
and the Independent Auditors regarding financial
reporting) and termination of
t
he
Company’s Independent Auditors, who shall report directly to the Committee, and (b) the
approval
of all services to be provided
t
o
t
he Company by such Independent Auditors,
including
t
he pre-approval
of
(
i) all audi
t
ing services, including
t
he scope
o
f
the annual
audit, and (ii) any
permitted non-audi
t services to be performed for
t
he Company by the
Independent Auditors, subject to the requirements of applicable law. The Committee may
delegate
t
he authority to grant such pre-approvals to one or more Committee members
designated by
t
he Committee, provided
t
hat any matters so pre-approved shall be
presented to the full Committee at its next regular meeting.
9.
The Committee shall, no less
t
han annually, evaluate
t
he qualifications,
performance and independence
o
f
the Independent Auditors, including
t
he lead partner,
taking into account the opini
o
ns of management and the internal auditors. The Committee
shall present its conclusions to the Board.
10.
The Committee shall
establish clear policies for the Company’s hiring of
em
p
l
o
yees or fo
r
mer empl
o
yees
o
f
i
t
s Independent Auditors in accordance
w
i
t
h
applicable law and NYSE rules.
4
11.
The Committee shall discuss earnings press releases, as well as financial
information and earnings guidance provided to analysts and rating agencies. Such matters
may be discussed generally (e.g.,
t
ypes
o
f
i
n
f
o
r
mation and presentations) and need not
include specific releases or guidance.
12.
The Committee shall (a)
t
o
t
he extent it
determines appropriate, review
from
t
ime to time,
t
he expenses
o
f
the senior
o
fficers (and, if it
s
o desires, any
o
t
her
officers) of
t
he Company charged
t
o
t
he Company or any
o
f
its subsidiaries, and any
transactions between
t
he Company
or any
o
f
its subsidiaries and any
affiliate
o
f
the
Company and (b) at least annually,
r
e
v
i
e
w
t
hose related party
transactions
t
hat are
required to be disclosed in the Company’s proxy statement.
13.
The Committee shall discuss
t
he Company’s policies
w
i
t
h
respect to risk
assessment and
r
isk management, including (a) legal and ethical compliance programs
and
(
b) material foreign currency
r
isk management strategies, jet
fuel hedging strategies
and
o
t
her material usage by
t
he Company or any
o
f
its subsidiaries of
hedges, options,
futures, swaps or other derivative products or securities.
14.
The Committee shall
r
e
v
i
e
w
w
i
t
h
management, including
t
he internal
auditors (as appropriate), and the Company’s
I
ndependent Auditors:
(a)
all cri
t
ical accounting policies and practices and any other materi
a
l
components
o
f
the Company’s financial
s
t
a
t
e
m
e
n
t
s
involving
management’s
judgment
or
estimates,
and
t
he
Independent
Auditors’ judgments about the quality
o
f accounting principles and
t
he clari
t
y
o
f
financial discl
o
sure practices used or proposed to be
used by the Company;
(b)
t
he alternative treatments
o
f
financial information
w
ithin generally
accepted accounting principles
t
hat have been discussed
w
i
t
h
management officials, ramifications
o
f
the use
t
hereof, and
t
he
treatment preferred by the
I
ndependent Auditors;
(c)
material
o
ff-balance sheet transactions, arrangements, obligations
and
o
t
her relationships of
t
he Company
w
i
t
h
unconsolidated
entities or others
t
hat may have a material
current or future effect
on
t
he
Company’s
financial
condi
t
ion,
c
h
a
n
g
e
s
in
financial
condi
t
ion, results
o
f
operations, liquidity,
capi
t
a
l
expenditures,
capi
t
a
l
resources
or
significant
components
o
f
revenue
or
expenses;
(d)
any material
changes in accounting policies or practices and
t
he
impact thereof on the Company’s financial statements;
(e)
t
he
interim
financial
statements
o
f
the
Company,
and
t
he
Company’s disclosures under “Management’s Discussion and
Analysis
o
f
Financial Condi
t
i
o
n
and Results of Operations” prior
to their being filed with the SEC;
5
(f)
t
he annual audited financial statements
o
f
the Company, and
t
he
Company’s disclosures under “Management’s Discussion and
Analysis
o
f
Financial Condi
t
i
o
n
and Results of Operations” prior
to
their being filed
w
ith
t
he SEC; based on this review,
t
he
Committee will recommend
t
o
t
he Board whether to include such
financial statements in
t
he Company’s annual report on Form 10-
K;
(g)
t
he effectiveness
o
f
the accounting and financial controls
o
f
the
Company and its subsidiaries,
t
he implementation
o
f
addi
t
i
o
nal or
improved internal control
procedures, any significant deficiencies
in the design or operation
o
f
internal controls
t
hat could adversely
affec
t
t
he Company’s abili
t
y
t
o record, process, summarize and
report financial data and any
material weaknesses in internal
controls; and
(h)
any fraud
t
hat involves management or other em
p
l
o
yees who have
a significant role in the Company’s internal controls.
15.
The Committee shall review with the Company’s Independent Auditors:
(a)
any report or recommendation of the Independent Auditors;
(b)
at least annually, a written report by
t
he Independent Auditors
describing
(
i)
t
heir internal
quali
t
y
control
procedures, (ii) any
material issues raised by
t
heir most recent internal quali
t
y-control
review,
peer
review
or
any
inquiry
or
investigation
by
governmental
o
r
professional authori
t
ies,
w
ithin
t
he preceding five
years, respecting one or more
o
f
their independent audits, and any
steps taken to deal
with any such issues,
(
iii)
(to assess the
independence
o
f
the
Independent
Auditors)
all
relationships
between the
I
ndependent Auditors and the Company, toge
t
her with
any
o
t
her matters required
t
o be included by
t
he applicable
requirements
o
f
the Public Company Accounting Oversight Board
regarding
t
he Independent Auditors’ communications
w
i
t
h
the
Committee concerning independence, and (iv) the nature and scope
o
f any disclosed relationships or professi
o
nal services;
(c)
t
he results
o
f
the annual audit,
t
he quarterly reviews
o
f
the
Company’s financial statements and any
o
t
her matters required by
t
he applicable requirements of
t
he Public Company Accounting
Oversight Board to be communicated by
t
he Independent Auditors
to the Committee;
(d)
t
he responsibilities, budget and staffing
o
f
the Company’s internal
audit function;
(e)
any audit problems or difficulties and management’s response; and
6
(f)
material
written
communications
between
t
he
I
ndependent
Auditors and
management,
such as
management
letters
and
schedules of unadjusted differences.
16.
The Committee shall prepare a report for inclusion in
t
he Company’s
annual proxy
statement which addresses
t
he matters required to be included
t
herein by
t
he rules of the SEC or NYSE as then in effec
t
.
17.
The Committee shall periodically meet separately
w
i
t
h
management, with
t
he internal auditors and with the Independent Auditors to discuss issues or concerns that
warrant Committee attention.
18.
The Committee shall
r
e
v
i
e
w
t
he Company’s environmental policies and
standards, and such reports as it
may request from management or environmental
consultants or advisors, and shall periodically discuss wi
t
h
management and legal counsel
any material environmental
proceedings, claims or other contingencies and such
o
t
her
environmental matters affecting the Company or any of its subsidiaries as the Committee
shall from time to time determine appropriate or as the Board may specifically direct.
19.
The Committee shall establish procedures for the (a) receipt, retention and
treatment
o
f
c
o
mplaints received by
t
he Company regarding accounting, internal
accounting controls or audi
t
ing matters and
(
b) confidential, anonymous submission by
t
he Company’s em
p
l
o
yees
o
f
concerns regarding questionable accounting or auditing
matters.
Limitation of Committee’s Role
20.
Notwi
t
hstanding
t
he foregoing responsibilities, it
is not
t
he duty
of
t
he
Committee to plan or conduct audits or to determine
t
hat
t
he Company's financial
s
t
a
t
e
m
e
n
t
s
a
r
e complete and accurate and in accordance with generally accepted
accounting principles.
Miscellaneous
21.
The Committee shall fulfill such
o
t
her duties and responsibili
t
ies as
assigned to the Committee from time to time by the Board.
22.
The Committee shall regularly report on its activities to
t
he Board and
shall provide
t
he Board
w
i
t
h
such information as
t
he Board may from
t
ime to time
request.
23.
In performing its duties hereunder, the Committee shall have the authori
t
y
to retain and terminate such outside legal, accounting or other advisors as it
shall deem
necessary to carry out its duties hereunder, wi
t
hout seeking further approval of the Board,
and
t
he Company shall provide for appropriate funding
t
herefor and for payment
o
f
compensation to the Independent Auditors, as determined by the Committee.