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EXHIBIT 99.2
Apollo Group, Inc.
Audit Committee of the Board of Directors
CHARTER
I. Purpose
The purpose of the Audit Committee (the "Committee") is to assist the Board of
Directors in fulfilling its oversight responsibilities with respect to the
Company's publicly reported financial information as well as its systems of
internal control relating to financial reporting, compliance with laws and
regulations, and ethical business conduct. The Committee will maintain effective
working relationships with management, the Company's internal audit department
and the Company's outside auditors and will promote continuous improvement in
the Company's policies and procedures at all levels.
II. Composition
The Committee will be comprised of at least three qualified independent
directors all of whom meet the independence requirements of the stock exchange
on which the Company's common shares are listed. The members of the Committee
will be elected by the Board of Directors who will also designate the
Committee's Chairman.
III. Meetings
The Committee will meet at least four times a year. In connection therewith, the
Committee will meet at least once a year with management, the director of the
internal audit department and the Company's outside auditors in separate
executive sessions to discuss any matters that the Committee deems appropriate.
Minutes of each Committee meeting will be kept and the Committee's Chairman will
provide periodic reports on its activities to the Board of Directors.
IV. Charter
The Committee will review this charter on an annual basis and revise it as
necessary.
V. Responsibilities
The Committee's primary responsibilities are summarized below:
Financial Statements
- The Committee will review the Company's quarterly and annual
financial statements and related press releases and filings
with the SEC and discuss such items with management and the
Company's outside auditors prior to issuance.
- The Committee will meet with the Company's outside auditors to
discuss the planned scope of their audit of the Company's
annual financial statements as well as the nature of
procedures to be performed in connection with their limited
reviews of the Company's interim financial information.
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- The Committee will meet with the Company's outside auditors at
the conclusion of their audit of the Company's annual
financial statements as well as at the conclusion of their
limited reviews of the Company's interim financial information
to discuss the related results of such audit or limited
reviews and to receive communications from the outside
auditors which are required in connection with such
engagements.
- The Committee will review all significant changes in the
Company's financial accounting and reporting policies and
discuss such changes with management and the Company's outside
auditors prior to implementation.
Title IV Programs
- The Committee will meet with management, the internal audit
director and the Company's outside auditors to discuss the
Company's participation in Title IV Student Financial
Assistance Programs of the Higher Education Act of 1965, as
amended (Title IV Programs).
- The Committee will meet with the Company's outside auditors to
discuss the planned scope of their attestation engagement
relating to the Company's compliance with the requirements of
the Title IV Programs.
- The Committee will meet with the Company's outside auditors at
the conclusion of their attestation engagement relating to the
Company's compliance with the requirements of the Title IV
Programs to discuss the related results including any findings
noted as well as management's related corrective action plans.
Internal Audit
- The Committee will meet periodically with the director of the
Company's internal audit department to review the department's
organizational structure, staffing levels, planned activities
and other related information. The Committee will also receive
periodic reports from the internal audit director on the
results of its activities.
Internal Controls
- The Committee will review reports prepared by management, the
internal audit department and the Company's outside auditors
with respect to the Company's system of internal controls over
financial reporting, including controls relating to the
Company's information systems, and monitor the implementation
of any related recommendations for improvements.
Income Tax Matters
- The Committee will meet at least annually with management and
the Company's tax advisors to discuss the Company's position
with respect to federal, state and foreign income tax matters.
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Legal Matters
- The Committee will meet at least annually with management and
the Company's general counsel to discuss the Company's
compliance with all relevant laws and regulations, including
any related internal control systems to facilitate such
compliance, as well as the status of any legal matters
effecting the Company.
Code of Ethics
- The Committee will annually review the Company's Code of
Ethical Conduct. The Committee will also receive reports from
management and the director of internal audit concerning any
related violations noted during the year.
Independent Accountants
- The outside auditors are accountable to the board of directors
and the Committee. The Committee will evaluate the performance
of the Company's outside auditors on an annual basis and
recommend to the Board of Directors that the outside auditors
be either retained or discharged. The Committee will also
review and approve the fees paid to the outside auditors in
connection with the annual audit of the Company's financial
statements as well as the limited reviews of the Company's
interim financial information.
- The Committee will review and confirm the independence of the
Company's outside auditors by reviewing nonaudit services
provided as well as the independent accountants' assertion of
their independence in accordance with professional standards
or other requirements. The Committee will be responsible for
ensuring that it receives a formal written statement
delineating all relationships between the outside auditors and
the Company consistent with Independence Standards Board
Standard 1. The Committee will actively engage in a dialogue
with the outside auditors with respect to any disclosed
relationships or services that may impact the objectivity and
independence of the outside auditors.
