The purpose of the Audit Committee of the Board of Directors (the "Board") of comScore, Inc. (the "Company") shall be to:
- Oversee the accounting and financial reporting processes of the Company and audits of the financial statements of the Company;
- Assist the Board in oversight and monitoring of (i) the integrity of the Company's financial statements; (ii) the Company's compliance with legal and regulatory requirements; (iii) the independent auditor's qualifications, independence and performance; and (iv) the Company's internal accounting and financial contract; and (v) the performance of the Company's internal audit function;
- Prepare the report that the rules of the Securities and Exchange Commission (the "SEC") require be included in the Company's annual proxy statement;
- Provide the Company's Board with the results of its monitoring and recommendations derived therefrom; and
- Provide to the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters that require the attention of the Board.
In addition, the Audit Committee will undertake those specific duties and responsibilities listed below and such other duties as may be required by law or as the Board may from time to time prescribe.
The Audit Committee members will be appointed by, and will serve at the discretion of, the Board of Directors. The Audit Committee will consist of at least three (3) members of the Board. Members of the Audit Committee must meet the following criteria (as well as any criteria required by the SEC):
- Each member will be an independent director, as defined in (i) NASDAQ Rule 4200 and (ii) the rules of the SEC;
- Each member will be able to read and understand fundamental financial statements, in accordance with the NASDAQ Global Market Audit Committee requirements;
- Each member will not have participated in the preparation of the financial statements of the Company or any current subsidiary of the Company at any time during the past three years; and
- At least one member will have past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background, including a current or past position as a principal financial officer or other senior officer with financial oversight responsibilities.
The responsibilities of the Audit Committee shall include:
- Reviewing on a continuing basis the adequacy of the Company's system of internal controls, including meeting periodically with the Company's management and the independent auditors to review the adequacy of such controls and to review before release the disclosure regarding such system of internal controls required under SEC rules to be contained in the Company's periodic filings and the attestations or reports by the independent auditors relating to such disclosure;
- Appointing, compensating, retaining and overseeing the work of the independent auditors (including resolving disagreements between management and the independent auditors regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;
- Pre-approving audit and non-audit services provided to the Company by the independent auditors (or subsequently approving non-audit services in those circumstances where a subsequent approval is necessary and permissible); in this regard, the Audit Committee shall have the sole authority to approve the hiring and firing of the independent auditors, all audit engagement fees and terms and all non-audit engagements, as may be permissible, with the independent auditors;
- Reviewing and providing guidance with respect to the external audit and the Company's relationship with its independent auditors by (i) reviewing the independent auditors' proposed audit scope, approach and independence; (ii) obtaining on a periodic basis a formal written statement from the independent auditors regarding relationships and services with the Company which may impact independence and presenting this statement to the Board of Directors, and to the extent there are relationships, monitoring and investigating them; (iii) reviewing the independent auditors' peer review conducted every three years; (iv) discussing with the Company's independent auditors the financial statements and audit findings, including any significant adjustments, management judgments and accounting estimates, significant new accounting policies and disagreements with management and any other matters described in SAS No. 61, as may be modified or supplemented; and (v) reviewing reports submitted to the Audit Committee by the independent auditors in accordance with the applicable SEC requirements;
- Reviewing and discussing with management and the independent auditors the annual audited financial statements and quarterly unaudited financial statements, including the Company's disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations," prior to filing the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, respectively, with the SEC;
- Directing the Company's independent auditors to review before filing with the SEC the Company's interim financial statements included in Quarterly Reports on Form 10-Q, using professional standards and procedures for conducting such reviews;
- Conducting a post-audit review of the financial statements and audit findings, including any significant suggestions for improvements provided to management by the independent auditors;
- Reviewing before release the unaudited quarterly operating results in the Company's quarterly earnings release;
- Overseeing compliance with the requirements of the SEC for disclosure of auditor's services and Audit Committee members, member qualifications and activities;
- Reviewing, approving and monitoring the Company's code of ethics for its senior financial officers;
- Reviewing management's monitoring of compliance with the Company's standards of business conduct and with the Foreign Corrupt Practices Act;
- Reviewing, in conjunction with counsel, any legal matters that could have a significant impact on the Company's financial statements;
- Providing oversight and review at least annually of the Company's risk management policies, including its investment policies;
- Reviewing the Company's compliance with employee benefit plans;
- Overseeing and reviewing the Company's policies regarding information technology and management information systems;
- If necessary, instituting special investigations with full access to all books, records, facilities and personnel of the Company;
- As appropriate, obtaining advice and assistance from outside legal, accounting or other advisors;
- Reviewing and approving in advance any proposed related party transactions;
- Reviewing, annually, its own charter, structure, processes and membership requirements;
- Providing a report in the Company's proxy statement in accordance with the rules and regulations of the SEC; and
- Establishing procedures for receiving, retaining and treating complaints received by the Company regarding accounting, internal accounting controls or auditing matters and procedures for the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters.
- Providing oversight of the Company's internal audit function by (i) reviewing the charter, staffing, budget, authority, and organizational reporting lines at least annually; (ii) reviewing and approving the annual internal audit plan and any major changes to the plan; (iii) meeting independently with the chief audit executive on a regular basis to discuss any matters that the Audit Committee or internal audit believes should be discussed privately; (iv) reviewing reports on the status of significant findings, internal audit recommendations, and management's responses; and (v) assessing the effectiveness of the internal audit function.
The Audit Committee will meet at least four times each year. The Audit Committee may establish its own schedule, which it will provide to the Board of Directors in advance.
The Audit Committee will meet separately with the Chief Executive Officer and separately with the Chief Financial Officer of the Company at such times as are appropriate to review the financial affairs of the Company. The Audit Committee will meet separately with the independent auditors of the Company, at such times as it deems appropriate, to fulfill the responsibilities of the Audit Committee under this charter.
The Company shall provide for appropriate funding, as determined by the Audit Committee, in its capacity as a committee of the Board for payment of:
- Compensation to any 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 listed issuer;
- Compensation to any advisers employed by the Audit Committee to engage outside legal, accounting or other advisors; and
- Ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.
The Audit Committee will maintain written minutes of its meetings, which minutes will be filed with the minutes of the meetings of the Board of Directors.
In addition to preparing the report in the Company's proxy statement in accordance with the rules and regulations of the SEC, the Audit Committee will summarize its examinations and recommendations to the Board of Directors as may be appropriate, consistent with the Committee's charter.
Members of the Audit Committee shall receive such fees, if any, for their service as Audit Committee members as may be determined by the Board of Directors in its sole discretion. Such fees may include retainers or per meeting fees. Fees may be paid in such form of consideration as is determined by the Board of Directors.
Members of the Audit Committee may not receive any compensation from the Company except the fees that they receive for service as a member of the Board of Directors or any committee thereof.
The Audit Committee may delegate to one or more designated members of the Audit Committee the authority to pre-approve audit and permissible non-audit services, provided such pre-approval decision is presented to the full Audit Committee at its scheduled meetings.
Mr. Korn serves as President of Ronald Korn Consulting, which provides business and marketing services to a limited number of clients.
Mr. Korn is a Director, Chairman of the Audit Committee and member of the Compensation Committee of PetMed Express, Inc., and Ocwen Financial Corporation. Mr. Korn is also a Director and Chairman of the Audit Committee of comScore, Inc. He has also served as a Director and Chairman of the Audit Committee at various public companies, including Engle Homes, Inc., Vacation Break U.S.A., Inc., and Magicworks Entertainment Corporation.
Mr. Korn's service as a board member follows a successful career as a employee and partner with KPMG from 1961 to 1991, where Mr. Korn's client responsibilities included a number of large financial institutions and various public corporations in several offices before retiring as managing partner of the Miami office.
Mr. Korn graduated from University of Pennsylvania, Wharton School and New York University Law School. He was a CPA in several states with his license currently inactive. He was admitted to the New York Bar, but has never practiced law.
William Henderson was the 71st postmaster general of the United States and the fifth career employee to lead the world's largest postal system. He served in that position from May 1998 until his retirement in May 2001.
Prior to his appointment as postmaster general and chief executive officer, Mr. Henderson served as chief operating officer. Previously, he served as vice president of employee relations, and then chief marketing officer and senior vice president.
In addition to his service in Washington, D.C., Mr. Henderson has served in postal management positions in Chicago, Greensboro, Memphis, and Stockton, among other locations. In 1997, Mr. Henderson received the Postal Service's John Wanamaker Award, and in 1998 he received American University's Roger W. Jones Award for Executive Leadership. In 1998, Mr. Henderson also received an honorary Mailing Excellence Award from the National Postal Forum for his work with the nation's professional mailing industry.
Mr. Henderson is a graduate of the University of North Carolina at Chapel Hill and served in the U.S. Army.
Mr. Brent D. Rosenthal is the Founder of Mountain Hawk Capital Partners, LLC, an investment fund focused on small and micro-cap equities in the technology media telecom (TMT) and food industries. Mr. Rosenthal also serves on the Boards of Directors of comScore (OTC: SCOR), SITO Mobile (NASDAQ: SITO), RiceBran Technologies (NASDAQ: RIBT) and is an Adviser to the Board of Directors of Park City Group (NASDAQ: PCYG).
Previously, Mr. Rosenthal was a Partner in affiliates of W.R. Huff Asset Management where he worked from 2002 – 2016. Mr. Rosenthal played a key role in the firm’s TMT and food investment activities. From 2006 - 2012, he served as an Adviser to and Observer of the Board of Directors of Virgin Media (NASDAQ: VMED) and as a consultant to the company, providing turnaround and crisis-management services, as well as operational and financial analysis and recommendations. From 2007 - 2010, he served as an Adviser to the Executive Management of Time Warner Cable (NASDAQ: TWC). Mr. Rosenthal also served on the Board of Directors of Rentrak (NASDAQ: RENT) from 2008 – 2016 including as Non-Executive Chairman of the Board from 2011 - 2016. Additionally, he served on the Boards of Directors of privately-held Hispanic food companies.
In 2016, Mr. Rosenthal was named a Multichannel News Money All-Star, a top 10 media executive in private equity, investment banking and advisory. In 2009, he was included in Multichannel News' annual "40 Under 40" list for influencing the future of cable and telecommunications.
Earlier in his career, Mr. Rosenthal was Director of Mergers & Acquisitions for RSL Communications Ltd. and served emerging media companies for Deloitte & Touche LLP. Mr. Rosenthal is an inactive Certified Public Accountant.
Mr. Rosenthal earned his B.S. from Lehigh University and MBA from the S.C. Johnson Graduate School of Management at Cornell University.