(A) The following responsibilities are set forth as a guide for the Committee’s activities. It is not intended to be an exhaustive list, and the Committee may diverge as appropriate. The Committee is authorized to carry out these and other responsibilities assigned by the Board Chairperson or the Board, and take any actions reasonably related to its charter.
(B) To fulfill its purpose, the Committee will do the following:
(1) Review Metra’s annual budget, ensure that it is balanced, based on reasonable and prudent assumptions and projections, and operates in the manner required by applicable law;
(2) During the fiscal year, monitor Metra’s compliance with the budget;
(3) Review any proposals to deviate from the budget;
(4) Review any proposals relating to the incurrence or repayment of debt or other financing arrangements;
(5) Review procurements submitted to the Committee, including professional services contracts;
(6) Review the scope and terms of Metra’s insurance policies and coverage;
(7) Review and make recommendations to the Board with respect to the leasing, acquisition, disposition or conveyance of real property, licensing of customer services, maximizing of marketing advertising opportunities and the adoption or amendment of any policies relating thereto;
(8) Oversee the audit work of the Audit and Compliance Department and any outside auditors employed by Metra and provide advise to the Chairperson and Board regarding the appointment and dismissal, evaluation and compensation of outside auditors and the Chief Audit and Compliance Officer;
(9) Review and discuss with relevant Metra employees, internal and outside auditors any significant audit findings during the year, any changes to the audit plan for the year, Audit and Compliance Department budget and staffing, the coordination of audit activities and the adequacy of internal audit resources;
(10) Oversee corrective actions taken by Metra management in response to any significant audit findings;
(11) Review and discuss with relevant Metra staff accounting policies that may be viewed as critical as well as any recent or proposed significant changes in Metra accounting policies, and views as to the application of accounting principles by Metra;
(12) Monitor the consistency and comparability of Metra’s financial reporting processes;
(13) Monitor the consistency, comparability and integrity of Metra’s financial reports and other financial information provided by Metra to any other governmental or regulatory body, the public or other users;
(14) Review and discuss with relevant Metra staff the adequacy of Metra’s internal and disclosure controls and procedures;
(15) Review and discuss with relevant Metra staff any significant risks to exposures Metra has and assess the steps taken to minimize those risks;
(16) Review and discuss with relevant Metra staff legal and regulatory matters that may have a material impact on the financial statements of Metra;
(17) Annually review the adequacy of its charter, suggesting revisions when appropriate;
(18) Engage outside consultants as appropriate upon consent of the Board;
(19) Conduct an annual self-evaluation of the Committee’s performance, including its effectiveness and compliance with its charter;
(20) Report regularly to the Chairperson and the Board on findings and recommendations and any other matters the Committee deems appropriate; and
(21) Consider any matter referred to the Committee by the Board or Chairperson.
(Ord. MET 12-31, passed 12-14-2012)