Page 45 - Board of Directors Orientation

GOVERNANCE

ATTACHMENT B
Roles and Responsibilities of the Board Chair

The Haskell Company ABOUT HASKELL

1. PURPOSE

To oversee the Company’s financial reporting, audit, compliance, risk management and capital investment functions.
2. DUTIES AND RESPONSIBILITIES

a. Oversee independent and internal audit functions. STRATEGIC VISION
b. Directly appoint, compensate, evaluate, and terminate when appropriate, the external auditor.
c. Review and approve the annual audit plan, and any permissible non-audit services to be provided by the external auditor.
d. Oversee internal audit process.

e. Approve the appointment of the Chief Financial Officer or other chief audit executive.
f. In conjunction with the external auditor, review the integrity and adequacy of
the Company’s financial reporting processes and controls.

g. Oversee the Company’s enterprise risk management processes. FINANCIALS
h. Oversee the Company’s compliance program.
i. Provide open, transparent communication among Board and key executives
responsible for audit, compliance, and risk management processes.
j. Provide input to the annual performance evaluation of the CEO with respect to compliance and financial integrity issues.
k. Review income and investment plans.
l. Approve in advance issuance or assumption of non-receivable related debt in excess of $1 million.
m. Approve in advance any proposed capital expenditure in excess of $2 million\ GOVERNANCE
n. Such other duties as may be assigned to the Committee

3. MEMBERSHIP

The Committee shall be comprised of at least three directors, each of whom shall be independent, as
determined by the Board. All members of the Committee shall have good working knowledge of finance and
accounting practices, generally accepted accounting principles, and related financial expertise. BOARD OF DIRECTORS

2021 Board of Directors Orientation | Haskell 43