What it is
The audit committee charter sets out why the committee exists, who sits on it and what it must do. For a listed issuer it also reflects the exchange listing standards and Exchange Act Rule 10A-3, including the procedures for complaints about accounting, internal accounting controls and auditing matters.
This template covers purpose, membership, meetings, oversight of financial reporting and internal control, the independent auditor and internal audit, complaints and ethics, authority and resources, and annual evaluation. Strike what does not apply to a private or nonprofit entity.
When to use it
- When forming an audit committee.
- At the annual review of the charter.
- When the entity prepares for a listing or a lender requirement.
What’s inside
- Membership, independence and expertise
- Responsibilities by area
- Complaint procedures reference
- Authority, resources, evaluation and approval block
Standard cited
This template follows Exchange Act Rule 10A-3 / governance. It is written in our own words, except for phrases the standard requires the document to contain, with [bracketed placeholders] for client details, amounts in USD and dates as MM/DD/YYYY. Check it against the current standard and your firm’s methodology before use.
Questions
What does Rule 10A-3 say about complaints?
Rule 10A-3(b)(3) requires the audit committee of a listed issuer to establish procedures for receiving, retaining and treating complaints about accounting, internal accounting controls or auditing matters, and for the confidential, anonymous submission by employees of concerns about questionable accounting or auditing matters.
Can a private company use this?
Yes, as a draft. Strike the listed-issuer references and set the membership and independence criteria to match your governing documents, lenders and board.
Related templates
- Internal Audit Charter
- Audit Committee Report from Internal Audit
- Whistleblower Procedures and Policy
- Whistleblower Complaint Log
Last updated 11/05/2026. All free templates.