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|Audit Committee Charter|
|Barry J. Alperin|
|Philip A. Laskawy|
|Kurt P. Kuehn|
HENRY SCHEIN, INC.
AMENDED AND RESTATED AUDIT COMMITTEE CHARTER
as of February 11, 2013
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This document sets forth the policy of Henry Schein, Inc. (the “Company”) concerning the operation of the Company’s Audit Committee (the “Committee”).
Audit Committee Purpose and Role
The Committee serves to assist the Board of Directors (the “Board”) by overseeing the Company’s accounting and financial reporting processes and the audits and integrity of the Company’s financial statements. Additionally, the Committee oversees those aspects of risk management and legal and regulatory compliance monitoring processes, which may impact the Company’s financial reporting.
The Committee may adopt such procedures as it deems appropriate and necessary to carry out the duties and responsibilities of the Committee. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct the audits or to determine that the Company’s financial statements are complete and accurate and prepared in accordance with GAAP. This is the responsibility of management and the independent registered public accounting firm.
The Committee will be comprised of at least three independent directors. The members of the Committee shall be appointed by the Board of Directors of the Company. All members of the Committee shall meet independence, experience and financial literacy requirements as defined by applicable regulations. The Committee will have at least one member who meets the definition of an “audit committee financial expert,” also as defined by applicable regulations.
The Committee shall meet at least four times each year, or more frequently as circumstances require. The Committee shall hold separate meetings periodically with management, internal auditors and the independent registered public accounting firm. The Committee may ask members of management or others to attend meetings and provide pertinent information as necessary or desirable.
Responsibilities and Duties
The Committee shall have the responsibilities and duties set forth below.
Duties Relating to the Independent Registered Public Accounting Firm
Duties Relating to the Internal Audit Function, Review and Assessment of Internal Controls
Annual Duties of the Audit Committee
The Committee may diverge from the specific activities outlined throughout this Charter as appropriate if circumstances, as determined in the reasonable judgment of the Committee, warrant or if regulatory requirements change. In addition to these activities, the Committee will perform such other functions as necessary or appropriate under law, regulations, stock exchange rules, Company charter, by-laws, resolutions and other directives of the Board or as determined by the Committee to be reasonably appropriate to accomplish the purpose of the Audit Committee.