Purpose

The purpose of the Audit Committee is to assist the Board's oversight of:

• The accounting, reporting and financial practices of the University and its affiliated organizations, including the quality and integrity of the University's financial statements.
• The University's internal control environment and compliance with legal and regulatory requirements.
• The appointment of the independent auditor, including assessing the firm's qualifications and independence, reviewing their audit plan, and ensuring their findings/recommendations are adequately addressed
• The performance of the University's Institutional Compliance and Internal Audit function and the independent auditors.

Membership

The Audit Committee (the "Committee") of the Board of Trustees (the "Board") of the Colorado Seminary and the University of Denver (the "University") shall be comprised of not fewer than three members with the following qualifications:

• In accordance with Article 4, Section 12 of the Bylaws of the University of Denver, members shall be Trustees.
• Each member of the Committee shall be free of any relationship that, in the judgment of the Board from time to time, would interfere with the exercise of his or her independent judgment.
• Members of the Committee, in the judgment of the Board from time to time, shall collectively possess "financial expertise" as defined in the University's policy on Corporate Governance and Responsibility.

Quorum

A quorum shall consist of a majority of voting members.

Meetings

The Committee shall meet approximately three times per year and shall, at least annually, meet independently with the director of Institutional Compliance and Internal Audit, the external auditors and senior management. Meetings shall be called upon the request of the chairperson of the Committee, the chairperson of the Board, the Chancellor or a majority of the members of the Committee.

The chairperson of the Committee, in consultation with the appropriate members of management, will develop the committee's agenda.

Minutes shall be kept of each meeting of the Committee, and the Committee shall regularly provide reports of its actions to the Board.

Authority/Duties and Responsibilities:

• Financial statement and disclosure matters
  The Committee will oversee the integrity of financial reporting and the system of internal controls. Financial reporting systems and related external financial reports should meet the requirements of generally accepted accounting principles and applicable laws and regulations.
• Oversight of DU's relationship to independent auditors
  The Committee will recommend for Board of Trustees' approval the appointment of an independent accounting firm to perform audits of financial statements and required regulatory audits. In connection with its role, the Committee will:
  1. Review the audit plan of the independent auditors, prior to year-end, to ensure adequate coverage of operations and proper coordination with University staff.
  2. Review independent auditor's report for improving internal controls or communicating reportable conditions (management letters) and management's responses to the auditor's findings.
  3. Ensure that action plans to address findings are in place, and assess any disagreements about findings or recommendations.
• Oversight of DU's relationship with the internal audit function
  Review the budget, staffing and plan for the Institutional Compliance and Internal Audit function. In connection with its role, the Committee will:
  1. Review the report of internal audit activities, and ensure that adequate management attention is being devoted to issues raised.
  2. Review and concur in the appointment, evaluation, replacement, reassignment or dismissal of the director of Institutional Compliance and Internal Audit.
• Internal control matters
  The Committee will periodically review the adequacy and effectiveness of the University's internal control environment, including any significant changes or deficiencies in internal controls.
• Risk assessment and control environment
  The Committee will periodically review and discuss the University's business and financial risk management and risk assessment policies and procedures with senior management, the independent auditor, and the director of Institutional Compliance and Internal Audit.
• Review of codes of conduct for management and staff
  The Committee will, at least annually, review with management, University counsel and the director of Institutional Compliance and Internal Audit the University's programs to ensure compliance with its Policies on Governance and Responsibility, Business Conduct and Conflicts of Commitment and Interest.
• Oversight of system for complaints
  The Committee will establish procedures for the oversight and reporting to the Committee of the receipt, retention, treatment and closure of complaints to the University concerning:
  1. Accounting, internal accounting controls or auditing matters; or
  2. The confidential, anonymous submission by employees, students and other constituents of the University regarding questionable accounting or auditing matters.
• Investigations
  The Committee may investigate suspected improprieties on any material matter, using special counsel or outside experts when necessary or appropriate.
• Periodic review of charter
  The Committee will at least annually review and assess the adequacy of this Charter and will submit proposed revisions to the Charter to the Board of Trustees for approval.
• Retention of outside advisors
  The Committee may retain for its own account and service any external advisors, attorneys, consultants and accountants (collectively, "Advisors") it deems necessary to carry out the Committee's purposes.