Quest Diagnostics 2004 Annual Report Download - page 28

Appendix A
Quest Diagnostics Incorporated
Audit and Finance Committee Charter
Purpose
The primary purpose of the Committee is (1) to assist in the Board’s oversight of (a) the
quality and integrity of the Company’s financial statements and related disclosures, (b) the
Company’s compliance with legal and regulatory requirements, (c) the independent auditor’s
qualifications and independence, and (d) the performance of the Company’s internal audit
function and independent auditor and (2) to provide advice to the Board on financing activities
and other financial matters. In connection with the Committee’s responsibility for oversight of the
Company’s compliance with legal and regulatory requirements, the Committee acknowledges that
the Company’s Quality, Safety & Compliance Committee will continue to be primarily responsible
for oversight of the Company’s compliance with legal and regulatory requirements other than
securities and accounting laws and regulations. In furtherance of its purpose, the Committee will
maintain unrestricted and open communication between the Board of Directors, the independent
auditor, the internal auditors and the financial management of the Company.
Composition
1. Members. The Committee shall consist of as many members as the Board shall determine, but in
any event not fewer than three members. The members of the Committee shall be appointed
annually by the Board upon the recommendation of the Governance Committee.
2. Qualifications. Each member of the Committee shall be a person who the Board has determined
meets the independence standards under the rules of the New York Stock Exchange,
Rule 10A-3 under the Securities Exchange Act of 1934 and such other requirements as the
Board shall determine. The Board shall also determine that each member of the Committee is
financially literate, or that each member will become financially literate within a reasonable
period of time after appointment to the Committee, and that one member of the Committee
has accounting or related financial management expertise, as such qualifications are interpreted
by the Board in its business judgment, and whether any member of the Committee is an “audit
committee financial expert’’, as defined by the rules of the Securities and Exchange
Commission.
3. Limitation on Number of Boards. No director may serve as a member of the Committee if such
director serves on the audit committees of more than three other public companies unless the
Board of Directors determines that such simultaneous service would not impair the ability of
such director to effectively serve on the Committee, and discloses this determination in the
Company’s annual proxy statement.
4. Chair. The Chair of the Committee shall be appointed by the Board upon recommendation of
the Governance Committee.
5. Removal and Replacement. The members of the Committee may be removed or replaced, and any
vacancies on the Committee shall be filled, by the Board upon the recommendation of the
Governance Committee.
Operations
1. Meetings. The Chair of the Committee, in consultation with the Committee members, shall
determine the schedule and frequency of the Committee meetings. At all meetings of the
Committee, the presence of a majority of the members of the Committee shall be necessary and
sufficient to constitute a quorum for the transaction of business. Except when otherwise
required by statute, the vote of a majority of the members of the Committee present and acting
at a meeting at which a quorum is present shall be the act of the Committee. In the absence
of a quorum, a majority of the members of the Committee present may adjourn the meeting
from time to time, until a quorum shall be present. The Committee may also act by unanimous
written consent of all the members.
26 ?Quest Diagnostics Incorporated ?2004 Proxy Statement