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Audit Committee Charter
Churchill Downs Incorporated Audit Committee Charter
Rev. March 1, 2010
PurposeThe Audit Committee (the "Committee") assists the Board of Directors (the "Board") in fulfilling its responsibility in monitoring Churchill Downs Incorporated (the "Company") management in their conduct of the Company's financial reporting process, including monitoring the integrity of the financial reporting process, systems of internal controls and financial statements and other financial reports provided by the Company to any governmental or regulatory body, the public or other users thereof. The Committee shall also monitor the performance of the Company's internal audit function and be directly responsible for the appointment, compensation and oversight of the Company's independent auditors employed by the Company for the purpose of preparing or issuing audit opinions on the Company's financial statements and its internal controls. In addition, the Committee will also oversee and monitor the Company's compliance with legal and regulatory requirements as well as the Company's Code of Conduct and Compliance Program. Further, the Committee is responsible for oversight of the Company's risk management practices. "Risk management practices" means the process by which the Company: (1) identifies, assesses and prioritizes risks to the Company; (2) identifies and implement ways to eliminate or minimize those risks; and (3) monitors and reports on the effectiveness of ways to eliminate or minimize those risks.
In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities and personnel of the Company and the power to retain outside counsel, auditors or other experts for this purpose. The Board and the Committee are in place to represent the Company's shareholders; accordingly, the external auditor is ultimately accountable to the Board and the Committee.
The Committee shall review the adequacy of this Charter on an annual basis.
- Key Responsibilities and Authority
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