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Audit Committee

The Audit Committee is responsible to the Board for oversight of the quality and integrity of the accounting, auditing, internal controls, reporting practices and financial statements of the Company; as well as:

  • the oversight of compliance by the Company with applicable laws and regulations and its Code of Business Conduct and its Code of Business Ethics for CEO and Financial Officers;
  • the review of the independent auditor’s qualifications and independence;
  • the hiring, retention or discharge of the Company’s independent auditors and the pre-approval of all audit and non-audit services performed by the independent auditor for the Company and the fees related thereto;
  • the review and oversight of the Company’s internal audit function including the review of its performance;
  • the establishment of procedures for the receipt, retention, and treatment of complaints regarding accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of concerns regarding accounting or auditing matters;
  • the oversight of and participation in the evaluation of the Company’s Internal Auditor.
In discharging this oversight role, the Audit Committee is empowered to investigate any matter brought to its attention.

The Audit Committee has authority to retain outside counsel or other experts and the Company shall make funds available to the Committee for such retention.

The Audit Committee shall be comprised of at least three directors who are "independent" as that term is defined herein and by Section 301 of the Sarbanes- Oxley Act of 2002, and as required by the NYSE listing standards. Each member of the Committee must be financially literate and at least one member of the Audit Committee must qualify as an "audit committee financial expert," as that term is defined by the Securities and Exchange Commission ("SEC"), as of the effective date of said requirement pursuant to Section 407 of the Sarbanes-Oxley Act of 2002. The Audit Committee routinely holds executive sessions without management and both with and without the internal auditor and the independent auditors.

Glatfelter’s Audit Committee members are limited to serving on the audit committees of no more than three publicly-traded companies, inclusive of Glatfelter’s Audit Committee. However, if a majority of the Board determines that such simultaneous service would not impair the ability of the member to effectively serve on Glatfelter’s Audit Committee, it may approve the appointment of such member to the Audit Committee and shall publish such determination in the Company’s annual proxy statement.

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Corporate Governance