Audit Committee Charter
Revised October 25, 2012
The Audit Committee of the board of directors (the "Audit Committee") of Kforce Inc. (the "Firm") assists the full board of directors (the "Board") in fulfilling its responsibility for overseeing the integrity of the Firm's financial statements and the Firm's accounting and financial reporting processes, financial statement audits and such other duties as directed by the Board. Members of the Audit Committee shall be directors of the Firm elected by the Board and shall hold office until the earlier of: (1) the election of their respective successors; (2) the end of their service as a director of the Firm (whether through resignation, removal, expiration of term or death); or (3) their resignation or removal from the Audit Committee. The Board shall designate one member as the chairman. The membership of the Audit Committee shall consist of at least three "independent directors", as defined by the applicable rules, who are generally knowledgeable in financial and auditing matters and able to read and understand financial statements, including at least one member who has thorough education and experience as a public accountant, auditor, principal financial officer, controller, principal accounting officer of a public company, or from a position involving the performance of similar functions, sufficient financial expertise in accounting and auditing to be considered an "audit committee financial expert", as defined by applicable rules. The existence of such member, including, his or her name and whether or not he or she is independent, will be disclosed in periodic filings as required by the Securities and Exchange Commission (the "SEC").
Each member shall be free of any relationship or affiliation with the Firm that, in the opinion of the Board, would interfere with their individual exercise of independent judgment. No person shall be deemed independent if he is an employee of the Firm or if he receives, directly or indirectly, any consulting, advisory or other compensatory fee from the Firm other than for Board or committee services. No member of the Audit Committee shall have participated in the preparation of the financial statements of the Firm or any current subsidiary of the Firm at any time during the past three years. Generally, no member of the Audit Committee may serve on more than three audit committees of publicly traded companies (including the Audit Committee of the Firm) at the same time, unless the Board determines that such simultaneous service would not impair the ability of the member to serve effectively on the Audit Committee. For this purpose, service on the audit committees of a parent and its substantially owned subsidiaries counts as service on a single audit committee. The Audit Committee shall meet as often as it deems necessary to carry out its responsibilities, but no less frequently than quarterly.
The Audit Committee may form and delegate authority to subcommittees consisting of one or more Audit Committee members when appropriate, provided that such subcommittees report their decisions to the Audit Committee at its next scheduled meeting.
The Audit Committee is expected to maintain free and open communication (including private executive sessions as frequently as is necessary to allow the Audit Committee to carry out its responsibilities) with the independent auditors, the internal auditors, and management of the Firm. In discharging this oversight role, the Audit Committee is empowered to investigate any matter brought to its attention, with full access to all books, records, facilities and personnel of the Firm, and the power to retain outside counsel or other experts for this purpose.
The Audit Committee shall have the sole responsibility for the appointment, compensation, oversight and termination of the independent auditors engaged for the purpose of rendering or issuing an audit report or related work, or performing other audit, review or attest services for the Firm.
The Firm shall provide appropriate funding, as determined by the Audit Committee in its capacity as a committee of the Board, for payment of compensation to (1) the independent auditors or (2) any advisors employed by the Audit Committee.
The Audit Committee's job is one of oversight and it recognizes that the Firm's management is responsible for preparing the Firm's financial statements and for the Firm's financial reporting process and internal controls. The Audit Committee further recognizes that the independent auditors are responsible for auditing the annual financial statements, expressing an opinion as to the conformity of such annual financial statements with generally accepted accounting principles, and for reviewing the Firm's quarterly financial statements. It is recognized that it is not the duty of the Audit Committee to plan or conduct audits or to determine that the Firm's financial statements fairly present the Firm's financial position, or that the results of operations are in accordance with generally accepted accounting principles and applicable laws and regulations. Each member of the Audit Committee shall be entitled to rely on (i) the integrity of those persons within the Firm and of the professionals and experts (such as the independent auditors) from which it receives information and (ii) the accuracy of the financial and other information provided to the Audit Committee by such persons, professionals or experts in each case absent actual knowledge to the contrary. Consequently, in carrying out its oversight responsibilities, the Audit Committee is not providing any expert or special assurance as to the Firm's financial statements or any professional certification as to the outside auditor's work.
The following activities are set forth as a guide with the understanding that the Audit Committee may diverge from this guide as it considers appropriate in accordance with applicable law and the rules of any exchange upon which the Firm’s shares are then-traded.
Financial Reporting/Internal Controls
Business Process & Assurance Services (BPAS)(Internal Audit Function)
To the extent deemed advisable by the Audit Committee, periodically review with management the Firm’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Firm’s risk assessment.