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EXHIBIT 99.1
HELEN OF TROY LIMITED
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS CHARTER
As of May 2000
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities by reviewing:
the financial reports and other financial information provided by the
Company to any governmental body or the public; the Company's systems
of internal controls regarding finance, accounting, legal compliance
and ethics that management and the Board have established; and the
Company's auditing, accounting and financial reporting processes
generally. Consistent with this function, the Audit Committee should
encourage continuous improvement of, and should foster adherence to,
the Company's policies, procedures and practices at all levels. The
Audit Committee's primary duties and responsibilities are to:
Serve as an independent and objective party to monitor the
Company's financial reporting process and internal control
system.
Review and appraise the audit efforts of the Company's
independent accountants.
Provide an open avenue of communication among the independent
accountants, financial and senior management, and the Board of
Directors.
The Audit Committee will primarily fulfill these responsibilities by
carrying out the activities enumerated in Section IV of this Charter.
The Committee has the authority to conduct any investigation
appropriate to fulfilling its responsibilities.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors as
determined by the Board, each of whom shall be independent directors,
and free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a
member of the Committee. "Independence" shall be as defined in Section
4200(a)(15) of the NASD's listing standards, as applicable and as may
be modified or supplemented. All members of the Committee shall have a
familiarity with basic finance and accounting practices, and at least
one member of the Committee shall have accounting or related financial
management expertise. Committee members may enhance their familiarity
with finance and accounting by participating in educational programs
conducted by the Company or an outside consultant.
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The members of the Committee shall be elected by the Board at the
annual organizational meeting of the Board or until their successors
shall be duly elected and qualified. Unless a Chair is elected by the
full Board, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.
III. MEETINGS
The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. The Audit Committee Chair shall
prepare and/or approve an agenda in advance of each meeting. As part of
its job to foster open communication, the Committee should meet at
least annually with management and the independent accountants in
separate executive sessions to discuss any matters that the Committee
or each of these groups believe should be discussed privately. In
addition, the Committee or at least its Chair should meet with the
independent accountants and management quarterly to review the
Company's financials consistent with IV.3. below.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties the Audit Committee shall:
DOCUMENTS/REPORTS REVIEW
1. Review and update this Charter periodically, at least annually,
as conditions dictate. Submit this Charter to the Board of
Directors for approval and have the document published at least
every three years in accordance with SEC regulations.
2. Review the Company's annual financial statements and any reports
or other financial information submitted to any governmental
body, or the public, including any certification, report,
opinion, or review rendered by the independent accountants, prior
to filing or distribution. Review should include discussion with
management and independent accountants of significant issues
regarding accounting principles, practices and judgments.
3. Review with financial management and the independent accountants
the 10-Q prior to its filing or prior to the release of earnings.
Discuss any items required to be communicated by the independent
accountants in accordance with Generally Accepted Auditing
Standards. The Chair of the Committee may represent the entire
Committee for purposes of this review.
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INDEPENDENT ACCOUNTANTS
4. Recommend to the Board of Directors the selection of the
independent accountants, considering independence and
effectiveness, and approve the fees and other compensation to be
paid to the independent accountants. On an annual basis, the
Committee should review and discuss with the accountants all
significant relationships the accountants have with the Company
to determine the accountants' independence.
5. Review the performance of the independent accountants and approve
any proposed discharge of the independent accountants when
circumstances warrant.
6. Review the independent accountants' audit plan - discuss scope,
staffing, location, reliance upon management and general audit
approach.
7. Periodically consult with the independent accountants out of the
presence of management about internal controls, the quality and
appropriateness of the Company's accounting principles and the
fullness and accuracy of the Company's financial statements.
FINANCIAL REPORTING PROCESSES
8. In consultation with management and the independent accountants,
review the integrity of the Company's financial reporting
processes, both internal and external, and controls. Discuss
significant financial risk exposures and the steps management has
taken to monitor, control and report such exposures. Review
significant findings prepared by the independent accountants
together with management's responses.
9. Consider the independent accountants' judgments about the quality
and appropriateness of the Company's accounting principles as
applied in its financial reporting.
10. Consider and approve, if appropriate, major changes to the
Company's auditing and accounting principles and practices as
suggested by the independent accountants or management.
11. Prior to releasing the year-end earnings, discuss the results of
the audit with the independent accountants. Discuss certain
matters required to be communicated to the Audit Committee in
accordance with Generally Accepted Auditing Standards.
PROCESS IMPROVEMENT
12. Establish regular and separate systems of reporting to the Audit
Committee by each of management and the independent accountants
regarding any significant judgments made in management's
preparation of the financial statements and the view of each as
to the appropriateness of such judgments.
13. Following completion of the annual audit, review separately with
each of management and the independent accountants any
significant difficulties encountered during the
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course of the audit, including any restrictions on the scope of
work or access to required information.
14. Review any significant disagreement among management or the
independent accountants in connection with the preparation of the
financial statements.
15. Review with the independent accountants and management the extent
to which changes or improvements in financial or accounting
practices, as approved by the Audit Committee, have been
implemented.
ETHICAL AND LEGAL COMPLIANCE
16. Establish, review and update periodically a Code of Ethical
Conduct and ensure that management has established a system to
enforce this Code.
17. Review management's monitoring of the Company's compliance with
the Company's Ethical Code, and ensure that management has the
proper review system in place to ensure that the Company's
financial statements, reports and other financial information
disseminated to governmental organizations, and the public,
satisfy legal requirements.
18. Review, with the Company's counsel, legal compliance matters
including corporate securities trading policies and inquiries
received from regulators or governmental agencies.
19. On at least an annual basis, review with the Company's counsel
any legal matters that could have a significant impact on the
Company's financial statements.
20. Select and retain, at the Company's expense, independent outside
legal, accounting or other consultants or experts to assist the
Committee with any legal matters or other issues as the Committee
deems necessary or appropriate.
21. Annually prepare a report to shareholders as required by the SEC.
The report should be included in the Company's annual proxy
statement.
22. Perform any other activities consistent with this Charter, the
Company's By-laws and governing law, as the Committee or the
Board deems necessary or appropriate.
23. Maintain minutes of meetings and periodically report to the Board
of Directors on significant results of the foregoing activities.
