Assurant 2005 Annual Report Download - page 51

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APPENDIX B
ASSURANT, INC. AUDIT COMMITTEE CHARTER
AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS OF ASSURANT, INC.
CHARTER
The Audit Committee (the “Committee”) shall:
To perform his or her role effectively, each Committee member will obtain an understanding of the responsibilities of Committee
membership as well as the Company’s business, operations, and risks.
The Board authorizes the Committee, within the scope of its responsibilities, to:
The Committee shall be comprised of at least three directors as determined by the Board, each of whom is determined by the Board to be
“independent” under the rules of the New York Stock Exchange, Inc., the Sarbanes-Oxley Act of 2002, and any rules or regulations
promulgated by the SEC pursuant thereto. No member of the Committee may serve on the audit committees of more than three public
companies, including the Company, unless the Board (i) determines that such simultaneous service would not impair the ability of
B-1
I.
OVERALL PURPOSE/ OBJECTIVES
A. Advise and assist the Board of Directors (the “Board”) of Assurant, Inc. (the “Company”) in fulfilling its responsibility to the
stockholders, potential stockholders and investment community with respect to its oversight of:
the integrity of the Company
’
s quarterly and annual financial statements;
the Company
’
s compliance with legal and regulatory requirements;
the independent auditor
’
s qualifications and independence; and
the performance and effectiveness of the Company’
s internal controls over financial and management information and independent
auditors;
B. Ensure that the report required by the Securities and Exchange Commission (“SEC”) rules to be included in the Company’s annual
proxy statement is prepared and included; and
C. Review and advise the Board on such other matters as may be delegated to it by the Board.
II.
AUTHORITY
A. Seek any information it requires from:
Any employee (and all employees are directed to co
-
operate with any request made by the Committee); and
External parties;
B. Obtain outside legal or other professional advice;
C. Ensure the attendance of the Company
’
s officers at its meetings as appropriate; and
D. Appropriate or allocate such funding from the Company as the Committee shall deem necessary for compensation of the
independent auditors, for retention by the Committee of legal or professional advisors, or for the discharge of the Committee’s other
responsibilities as set forth herein.
III.
ORGANIZATION
A.
Membership