Audit Committee
Audit Committee
Overview
The Audit Committee is a standing committee of the Board of Directors (the “Board”) of the SEG, an Oklahoma 501 (c) 6 (not-for-profit) corporation (the “Society”). Its primary function is to assist the Board in fulfilling its oversight responsibilities by:
- Reviewing and Assessing compliance of the Society’s policies and procedures
including, but not limited to, the Society’s asset and investment policies, system of internal controls regarding finance and accounting, legal compliance and ethics that the Board has established; including the Society’s auditing, accounting and financial reporting processes.
- Reviewing the independence and performance of the Society’s independent
auditors.
- Providing an open avenue of communication among the independent auditors,
staff, and the Board.
The Audit Committee will primarily fulfill these responsibilities by carrying out the activities enumerated in Section IV of this Charter.
The Audit Committee has direct access to the Society’s independent auditors, anyone in the Society and any staff member.
The independent auditor will report directly to the Audit Committee and the Audit Committee will be responsible for the resolution of any disagreements between the Board and the independent auditor regarding financial reporting.
The Audit Committee will recommend and have Board approval of any expenses for special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.
While the Audit Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Audit Committee to plan or conduct audits.
Objectives
To fulfill its responsibilities and duties the Audit Committee shall:
- Review and reassess the adequacy of this Charter annually and recommend to
the Board any changes to this Charter.
- Review and reassess the adequacy of all written Policies and Procedures
annually and recommend to the Board any changes to the Policies and Procedures.
- Review the Society’s annual financial results prior to the release of results and/or
the Society’s annual audited financial statements prior to release, or distribution including any certification, report, opinion, or review rendered by the independent auditors. The review should include discussion with the Board and independent auditors of significant issues regarding accounting principles, practices, estimates and opinions.
- In consultation with the Board, the Finance Committee and the independent
auditors, consider the integrity of the Society’s financial reporting processes and controls. Discuss significant financial risk exposures and the steps taken to monitor, control and report such exposures. The Audit Committee should also review significant findings prepared by the independent auditors, the Board’s responses, as well as the status of the Board’s responses to previous recommendations from the independent auditors and the status of any previous recommendations to the Board from the Audit Committee.
- Review with the Board all significant deficiencies and material weaknesses, if any,
in the design or operation of internal controls, and any fraud, without regard to materiality, that involves the Board or any other staff who has a significant role in the Society’s internal controls.
- Review with independent auditors the recommendations included in their
management letter, if any, and their informal observations regarding the competence and adequacy of financial and accounting procedures of the Society. On the basis of this review, make recommendations to the Board for any changes that seem appropriate.
- Periodically review with, and receive reports from, the independent auditors
regarding critical accounting policies and practices to be used in the audit and all alternative treatments of financial information within GAAP.
Composition and Membership
The Audit Committee shall be comprised of at least three directors. Officers of the Society may not be appointed to the Audit Committee. Any Officer and/or staff may attend meetings upon invitation of the committee. The Audit Committee shall be appointed by the President of the Board within 10 days of the President’s election, and members shall serve on the Audit Committee for a term coinciding with the President’s term. If a Chair of the Audit Committee is not appointed, the Audit Committee shall itself designate a Chair.
Committee leaders and members must be willing and able to serve as internal and external ambassadors for SEG’s commitment to:
- Recognize and eliminate barriers that may inhibit participation.
- Seek to provide access to SEG resources and opportunities, recognizing that different members may need different forms of support.
- Value a broad range of perspectives and backgrounds within the Society.
- Foster a culture where all members feel respected and empowered to contribute to the mission of SEG.
Current Leadership (2026–2027):
| Role | Name |
|---|---|
| Chair | Lillian Flakes |
| Vice Chair | Sandeep Chandola |
| Board Liaison | Mike Mellen |
| Staff Liaison | Carlos de la Garza |
Policy and Procedures
The official SEG Policy and Procedures Manual section for this committee can be accessed here: → SEG Policy and Procedures Manual
Annual Reports
Below are recent annual reports submitted to the SEG Board:
- {2024 Report}
- 2025 Report
Meetings
The Audit Committee shall meet at least three times annually, or more frequently as circumstances dictate. As part of its job to foster open communication, the Audit Committee should meet at least annually with the Board and the independent auditors in separate executive sessions to discuss any matters that the Audit Committee and each of these groups believe should be discussed privately.
Resources and Links
Contact
For questions or to express interest in volunteering for this committee, please contact: [email protected]