In accordance with its charter, the Audit Committee will be comprised of a minimum of three directors, appointed by the Board, who shall meet the applicable independence, audit committee composition and Qualified Legal Compliance Committee composition requirements promulgated by the SEC, NASDAQ, any other exchange upon which securities our securities may be traded, or any governmental or regulatory body exercising authority over Citrix. In addition, each member of the Audit Committee will be free from any relationship that, in the opinion of our Board, would interfere with the exercise of his or her independent judgment as a member of the Committee.
At the time of his or her appointment to the Audit Committee, each member must (i) be able to read and understand fundamental financial statements, including a balance sheet, cash flow statement and income statement and (ii) not have participated in the preparation of our financial statements or any of our current subsidiaries at any time during the past three years. At least one member of the Audit Committee must have had past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background which results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. Further, at least one member of the Audit Committee shall qualify as an “audit committee financial expert” (as such term is defined under the SEC’s rules).
The members of the Audit Committee are elected by our Board at the Board meeting following our annual stockholder meeting. Each member is to serve until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. Unless a Chair is elected by the full Board, the members may designate a Chair by majority vote of the full Committee membership.
The Audit Committee will meet as necessary to enable it to fulfill its responsibilities and duties and must meet with management, the internal auditors and the independent accounting firm in executive sessions at least quarterly to discuss matters for which the Committee has responsibility.