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APPENDIX B
H&R BLOCK, INC. BOARD OF DIRECTORS AUDIT COMMITTEE CHARTER
(AS AMENDED AND RESTATED MARCH 1, 2006)
ROLE OF THE AUDIT COMMITTEE –
The role of the Audit Committee is to assist the Board of resignation or removal. Any member of the Committee may be
Directors in fulfilling its oversight responsibilities with respect to removed, with or without cause, by the Board at any time.
(1) the integrity of the Company’s financial statements, (2) the
Company’s compliance with legal and regulatory requirements, AUDIT COMMITTEE MEETINGS –
(3) the independent auditor’s qualifications and independence, 쐍The Audit Committee shall hold at least four regular
and (4) the performance of the Company’s internal audit function meetings annually, and shall meet more frequently as
and independent auditor. References to ‘‘Company’’ in this deemed necessary. Special meetings of the Committee may
Charter shall refer to the Company and all of its subsidiaries. The be called by the Chairman of the Audit Committee. A
Audit Committee shall prepare the report required by the rules of majority of the members of the Committee shall constitute a
the Securities and Exchange Commission (the ‘‘Commission’’) to quorum sufficient for the taking of any action by
be included in the Company’s annual proxy statement. the Committee.
쐍The Committee shall periodically and at least quarterly meet
COMMITTEE COMPOSITION –with the independent auditor, the Director of Internal Audit
The Audit Committee shall consist of at least three directors, all (or person with similar responsibilities) and management of
of whom shall meet the independence, financial literacy and the Company in separate executive sessions to discuss any
experience requirements of the New York Stock Exchange, matters that the Committee or each such group or person
Section 10A(m)(3) of the Securities Exchange Act of 1934 (the believes should be discussed privately.
‘‘Exchange Act’’) and the rules and regulations of the 쐍The Committee shall request members of management,
Commission. At least one member of the Audit Committee shall counsel, the Internal Audit Department and the Company’s
be an ‘‘audit committee financial expert’’ as defined by the independent auditor, as applicable, to participate in
Commission. Audit Committee members shall not simultaneously Committee meetings, as deemed appropriate by the
serve on the audit committees of more than two other public Committee. The Committee shall periodically meet in private
companies unless the Board of Directors shall specifically session with only Committee members as it deems
determine that such simultaneous service shall not impair such appropriate.
member’s ability to effectively serve on the Audit Committee and 쐍The Audit Committee may form and delegate authority to
the Company discloses such determination pursuant to New York subcommittees consisting of one or more members when
Stock Exchange listing requirements or other applicable appropriate.
requirements. Committee members shall serve as members until 쐍The Committee shall periodically report on its meetings and
their successors are elected and qualified or until their earlier other activities to the Board of Directors.
RESPONSIBILITIES AND DUTIES –
CHARTER/REPORT
The Audit Committee shall review and reassess the adequacy of the Audit Committee Charter on an annual basis, or more frequently as
needs dictate, and recommend to the Governance and Nominating Committee and/or the Board of Directors any revisions
considered appropriate.
INDEPENDENT AUDITOR AND OTHER INDEPENDENT ACCOUNTANTS AND ADVISORS
The independent auditor for the Company is ultimately The Audit Committee shall:
accountable to the Board of Directors and the Audit Committee 쐍Have sole authority over the appointment, retention,
of the Company and shall report directly to the Audit Committee. discharge or replacement of the independent auditor.
H&R BLOCK 2006 Proxy Statement
B-1