Members
The Board of Directors of Kansas City Life Insurance Company shall annually appoint from its members an Audit Committee. The Audit Committee shall be composed of at least three members of the Board of Directors. Vacancies shall be filled by the Board of Directors.
Qualifications of Members
Each member of the Audit Committee shall be a Director who, in the judgment of the Board of Directors, is financially literate and possesses the ability to read and understand the fundamental financial statements of the Company and its subsidiaries, including balance sheets, income statements and cash flow statements. At least one member of the Audit Committee shall, in the judgment of the Board of Directors, have accounting or related financial management expertise, which may include employment experience in finance or accounting, certification in accounting or any other comparable experience, including being, or having been, a chief executive officer or other senior officer with financial oversight responsibilities.
Independence of Members
Members of the Audit Committee shall be free from any relationship to the Company or its subsidiaries that, in the judgment of the Board of Directors, may interfere with the exercise of their independence from management of the Company. Other than in their capacity as members of the Board of Directors, members of the Audit Committee may not be affiliates, officers or employees of the Company or any of its subsidiaries and may not accept from the Company any consulting, advisory or other compensatory fees other than Company Board and Committee fees. Appointments to the Audit Committee shall be consistent with standards for determining independence promulgated by the Securities and Exchange Commission and the NASDAQ Stock Market, LLC.
Meetings, Quorum, Informal Actions, Minutes
The Audit Committee shall meet on a regular basis. Special meetings may be called by the Chair of the Audit Committee. A majority of the members of the Audit Committee shall constitute a quorum. Concurrence of a majority of the quorum (or, in case a quorum at the time consists of two members of the Committee, both members present) shall be required to take formal action of the Audit Committee. Written minutes shall be kept for all formal meetings of the Committee.
The Audit Committee may act by unanimous written consent, and may conduct meetings via conference telephone or similar communication equipment.
Members of the Audit Committee may meet informally with officers or employees of the Company and its subsidiaries and with the Company's independent auditors and may conduct informal inquiries and studies without the necessity of formal meetings. The Audit Committee may delegate to its chair or to one or more of its members the responsibility for performing routine functions as, for example, review of press releases announcing results of operations.
Responsibilities
The audit committee shall provide assistance to the Board of Directors in fulfilling their oversight responsibility to the shareholders, potential shareholders, the investment community, and others relating to the Company's financial statements and the financial reporting process, the systems of internal accounting and financial controls, the internal audit function, the annual independent audit of the Company's financial statements. In so doing, it is the responsibility of the committee to maintain free and open communication between the committee, independent auditors, the internal auditors and management of the Company. In discharging its oversight role, the committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company and the power to retain outside counsel, or other experts for this purpose.
The Company's independent auditors shall report directly to the Audit Committee. The Audit Committee shall be directly responsible for the appointment, compensation and oversight of the work of the Company's independent auditors, including the resolution of disagreements between the independent auditors and the Company's management, and, where appropriate, the replacement of the Company's independent auditors subject to the approval of the Board. The Audit Committee shall receive written disclosure regarding independence from an accounting firm prior to their engagement. The Audit Committee shall approve all auditing services and all significant non-audit services to be provided to the Company by the independent auditors. The Board of Directors may, in its discretion, determine to submit to stockholders for approval or ratification the appointment of the Company's independent auditors.
The Audit Committee shall oversee the independence and performance of the Company's independent auditors. The Committee shall ensure that the independent auditors periodically submit to the Audit Committee a formal written statement delineating all relationships between the auditors and the Company and shall engage in an active dialogue with the auditors with respect to any disclosed relationships or services that may impact the auditor's independence or objectivity. The Audit Committee shall make recommendations to the Board of Directors for appropriate action in response to the auditors' report to satisfy itself of the auditors' independence.
Without limiting the generality of the foregoing, the Audit Committee shall:
Review the scope of proposed audits to be performed with respect to the Company's financial statements in the context of the Company's particular characteristics and requirements.
Review with the independent auditors the results of the auditing engagement and any recommendations the auditors may have with respect to the Company's financial, accounting or auditing systems.
Review with the independent auditors significant deficiencies and material weaknesses or breaches of internal controls encountered during the course of the audit.
Inquire of management and the independent auditors whether any significant financial reporting issues were discussed during the course of the audit and, if so, how they were resolved.
Review with management and the independent auditors changes in accounting standards or rules promulgated by Financial Accounting Standards Board, Public Accounting Oversight Board or the Securities and Exchange Commission that may effect the Company's financial statements.
Request an explanation from management and the independent auditors concerning the effects of significant changes in accounting practices or policies.
Inquire about significant contingencies or estimates which may effect the Company's financial statements and the basis for the Company's presentation of such matters.
Review the adequacy of the internal financial and operational controls of the Company with staff performing internal auditing functions and with the independent auditors.
Establish procedures for the confidential, anonymous submission by the employees, and the receipt, retention, and treatment by the Company, of the complaints regarding accounting, internal accounting controls or auditing matters.
At least annually, meet individually and privately with the independent auditors, internal auditors, and management in executive session to, among other matters, help evaluate the Company's internal financial accounting and reporting staff and procedures.
Review the activities of the Risk Oversight Committee.
Receive and review a draft of the 10K, 10Q, and the financial section of the annual report to stockholders, with accompanying notes, and Management's Discussion and Analysis.
Report the Committee's activities to the full Board of Directors on a regular basis.
Review, approve or ratify any related party transactions. The procedure for review includes the nature of the relationship, the materiality of the transaction, the related person’s interest in the transaction and position, the benefit to them and the Company, and the effect on the related person’s willingness or ability to properly perform their duties at the Company. The Committee may utilize the Company Code of Ethics for officers, Directors and employees as it deems it to be applicable.
Review and assess the adequacy of this Charter on an annual basis.
Committee Resources
The Audit Committee is authorized to employ the services of such Counsel, consultants, experts and personnel, including persons already employed or engaged by the Company, as the Committee may deem reasonably necessary to enable it to fully perform its duties and fulfill its responsibilities. The Audit Committee shall determine the appropriate funding that the Company shall provide for payments of compensation to the independent auditors and to any experts employed by the Audit Committee.
