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Title: Audit Committee Chair

Description:

This document sets forth the description of the role and responsibilities of the Chair of the Audit Committee of Seattle Credit Union (Credit Union).

Purpose:

As a vital leader of the Audit Committee, the Chair is the manager and coordinator of the Audit Committee's activities. The Chair is an ambassador for the Credit Union and, when deemed appropriate by the Audit Committee, is their public spokesperson. The Chair provides leadership, works to increase Audit Committee effectiveness, ensures the efficient and effective management of Audit Committee, and promotes a constructive partnership among the Audit Committee, the Internal Audit department, External Audit partnerships, and the Board of Directors Chair.

Authority:

This document is adopted by majority vote of the Audit Committee pursuant to the Credit Union's Bylaws.

The authority of the Chair is established by majority vote of the Audit Committee through officially electing one of its own as "Chair." The authority of the Chair flows from the Bylaws of the Credit Union, applicable state laws, this Audit Committee Chair Job Description as well as any internal policies or procedures of the Credit Union articulating the role and responsibilities of the Chair.

Duties of the Chair:

The fundamental standard for Audit Committee members and officers' conduct is that each member and officer must perform his or her legal duties in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner, he or she believes to be in the best interests of the Credit Union, and its entire membership.

The chair presides at all meetings of the Audit Committee. The chair also performs other duties customarily assigned to the office of the chair or duties he or she is directed to perform by resolution of the Audit Committee or Board of Directors which are not inconsistent with the Washington State Credit Union Act and regulations and Seattle Credit Union Bylaws.

In addition to these duties, the Chair is responsible for helping to craft effective Audit Committee meeting agendas (in constructive partnership with the VP of ERM), building a positive and healthy Audit Committee structure and culture, setting and modeling high standards for both the Audit Committee members and staff, acting as one of the Credit Union's Chief Ambassadors, and inspiring and engaging the Audit Committee members. The Chair role is that of a facilitator of the group process, and the Chair's leadership should not supplant nor limit the collective responsibility of the Audit Committee members to individually and independently perform their own duties.

The Chair should serve as a key liaison with the Internal Auditor (IA). It is important to note that the Chair is not the supervisor of the IA, and the IA does not report to the Chair individually. Rather, they report to the Audit Committee as a whole. The Chair should work collaboratively with the IA to forward the Audit Committee's work efforts.

Responsibility:

The Chair carries out his or her important leadership role and responsibilities by ensuring the effective execution of vital governance efforts in six key areas (See Figure 1 above). The Chair will:

Craft & Effectively Lead Meetings:

• Set the agenda for Board and Executive Committee meetings in concert with the CEO.
• Call to order and preside over meetings of the Board and the Executive Committee, in accordance with the Credit Union's policies and procedures, as well as in compliance with applicable state and local laws and regulations.
• Encourage and expect full and robust participation of Board members at meetings.
• Help to maintain a healthy balance between operational and strategic discussions.
• Serve on the Executive Committee and as an ex officio member of all Board committees.

Act as Key Liaison with the CEO:

• Act as a representative of the Board as a whole, rather than as an individual supervisor to the CEO.
• Help to establish the strategic direction of the Credit Union, working in partnership with Board colleagues and the CEO.
• Work with the Board Treasurer, the Board members, and the CEO to oversee the budget of the Credit Union and support the development of and adherence to sound fiscal policies and actions to safeguard the integrity of the Credit Union's financial management systems.

Set & Model High Standards for Board & Staff:

• Oversee efforts to build and maintain an exceptional governing Board by setting goals and expectations for its members.
• Convene Board discussions on evaluating the CEO and assuring the effective negotiation of the CEO's compensation and benefits package, as well as serve as key conduit for information to the CEO.

Inspire & Engage the Audit Committee:

• Inspire a shared commitment to the vision, mission, and strategic goals of the Credit Union.
• Cultivate leadership among individual Board members.
• Encourage Audit Committee member development.